Acquisitions

The Company completed 3 acquisitions during the first three months of 2015.


•	January – Marsh acquired INGESEG S.A., an insurance brokerage located in Argentina.


•	February – Oliver Wyman acquired TeamSAI, a Georgia-based provider of consulting and technical services to the transportation industry, and Mercer acquired Strategic Capital Management AG, a Switzerland-based institutional investment advisor.

Total purchase consideration for acquisitions made during the first three months of 2015 was $32 million, which consisted of cash paid of $20 million and deferred purchase and estimated contingent consideration of $12 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over periods ranging from two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. The estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $26 million of deferred purchase consideration and $19 million of contingent consideration related to acquisitions made in prior years. In addition, the Company purchased other intangible assets in the amount of $3 million.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2015 based on their fair values:



For the Three Months Ended March 31, 2015
(In millions of dollars)
Cash	$	20
Estimated fair value of deferred/contingent consideration	12
Total Consideration	$	32
Allocation of purchase price:
Cash and cash equivalents	$	4
Accounts receivable, net	3
Intangible assets	10
Goodwill	12
Other assets	5
Total assets acquired	34
Current liabilities	—
Other liabilities	2
Total liabilities assumed	2
Net assets acquired	$	32

Prior Year Acquisitions

The Risk and Insurance Services segment completed fifteen acquisitions during 2014.

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January – Marsh & McLennan Agency ("MMA") acquired Barney & Barney, LLC, a San Diego-based insurance broking firm that provides insurance, risk management and employee benefits solutions to businesses and individuals throughout the U.S. and abroad, Great Lakes Employee Benefits Services, Inc., an employee group benefits consulting and brokerage firm based in Michigan, and Bond Network, Inc., a surety bonding agency based in North Carolina.


•	February – Marsh acquired Central Insurance Services, an independent insurance broker in Scotland that provides insurance broking and risk advisory services to companies of all sizes across industry sectors.


•	March – MMA acquired Capstone Insurance Services, LLC, an agency that provides property-casualty insurance and risk management solutions to businesses and individuals throughout South Carolina.


•	May – MMA acquired Kinker-Eveleigh Insurance Agency, an Ohio-based agency specializing in property-casualty and employee benefits solutions, VISICOR, a full-service employee benefits brokerage and consulting firm based in Texas, and Senn Dunn Insurance, a full-service insurance brokerage located in North Carolina.


•	August – Marsh acquired Seguros Morrice y Urrutia S.A., an insurance broker based in Panama City, Panama.


•	September – Marsh acquired Kocisko Insurance Brokers, Inc., a full-service commercial insurance brokerage located in Montreal, Quebec.


•	October – MMA acquired NuWest Insurance Services, Inc., a California-based property-casualty agency.


•	November – Marsh acquired Torrent Technologies, Inc., a Montana-based flood insurance specialist.


•	December – Marsh acquired Seafire Insurance Services, LLC, a Kansas-based managing general underwriter, and Trade Insure NV, a leading distributor of credit insurance policies in Belgium, and MMA acquired The Benefit Planning Group, Inc., a North Carolina-based employee benefit consulting firm.

The Consulting segment completed six acquisitions during 2014.


•	February – Mercer acquired Transition Assist, a retiree exchange specializing in helping retirees in employer-sponsored plans select Medicare supplemental health care insurance.


•	September – Oliver Wyman acquired Bonfire Communications, an agency specializing in employee engagement and internal communications based in San Francisco, California.


•	November – Mercer acquired AUSREM, a remuneration research and workforce consulting specialist based in Australia, and Jeitosa Group International, a global HR business consultancy and IT systems integration firm.


•	December – Mercer acquired Denarius, a compensation and benefits survey and information products consulting firm based in Chile, and Oliver Wyman acquired OC&C Strategy Consultants (Boston) LLC (part of the OC&C network), a Boston-based consulting firm specializing in the business media, information services and education sectors.

Total purchase consideration for acquisitions made during the first three months of 2014 was $444 million, which consisted of cash paid of $331 million and deferred purchase and estimated contingent consideration of $113 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over periods ranging from two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. The estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $6 million of deferred purchase consideration and $30 million of contingent consideration related to acquisitions made in prior years.

Pro-Forma Information

The Company believes its acquisitions made during the first three months of 2015 are immaterial and no pro-forma adjustments to information presented for 2015 or 2014 has been made for those acquisitions. The information presented for the 2014 acquisitions is as if they occurred on January 1, 2013. The unaudited 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 March 31,
(In millions, except per share figures)	2015		2014
Revenue	$	3,215	$	3,302
Income from continuing operations	$	498	$	460
Net income attributable to the Company	$	482	$	445
Basic net income per share:
– Continuing operations	$	0.90	$	0.81
– Net income attributable to the Company	$	0.89	$	0.81
Diluted net income per share:
– Continuing operations	$	0.89	$	0.80
– Net income attributable to the Company	$	0.88	$	0.80

The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statement of income for the three-months ended March 31, 2015 includes approximately $3 million of revenue and $0 million of operating income related to acquisitions made in 2015.