EX-99.1 2 a4q17ex991newsrelease.htm PRESS RELEASE - FEBRUARY 1, 2018 Exhibit


logommc2015.jpg
Exhibit 99.1
NEWS RELEASE                
MARSH & McLENNAN COMPANIES REPORTS
FOURTH QUARTER AND FULL-YEAR 2017 RESULTS
Underlying Revenue Growth of 4% for the Quarter and 3% for the Year
GAAP Operating Income Rises 8% for the Quarter and 7% for the Year
Adjusted Operating Income Increases 12% for the Quarter and 10% for the Year
GAAP EPS Declines to $2.87 and Adjusted EPS Increases 15% to $3.92 for the Year

NEW YORK, February 1, 2018 - Marsh & McLennan Companies, Inc. (NYSE: MMC), a global professional services firm offering clients advice and solutions in risk, strategy and people, today reported financial results for the fourth quarter and year ended December 31, 2017.
Dan Glaser, President and CEO, said: "Marsh & McLennan Companies generated strong results in the fourth quarter of 2017. On a consolidated basis, we produced 10% revenue growth with underlying revenue growth of 4%, including 3% in Risk & Insurance Services and 6% in Consulting. Adjusted operating income increased 12% in the quarter with double-digit growth in both segments."
"For the year, Marsh & McLennan Companies generated solid underlying revenue growth of 3%, adjusted EPS growth of 15% and adjusted operating margin expansion of 70 basis points, with higher margins in both segments for the eighth consecutive year."
"In addition to our excellent underlying performance, we had another active year of acquisitions while delivering on our capital return commitments. We are proud of our accomplishments this past year and believe we are well positioned for another strong year in 2018," concluded Mr. Glaser.
Consolidated Results
Consolidated revenue in the fourth quarter of 2017 was $3.7 billion, an increase of 10% compared with the fourth quarter of 2016, or 4% on an underlying basis. Operating income rose 8% to $686 million and included a $54 million pension charge as described in the supplemental schedules. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, increased 12% to $755 million. Earnings per share declined to $0.06 reflecting a charge of $460 million related to the changes in U.S. tax reform as well as the pension charge noted above. Adjusted earnings per share rose 18% to $1.05 compared with $0.89 in the prior fourth quarter.

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For the year 2017, revenue was $14 billion, an increase of 6% compared with 2016, or 3% on an underlying basis. Earnings per share declined 15% to $2.87 and includes the previously mentioned tax and pension charges. Adjusted earnings per share increased 15% to $3.92 compared with $3.42 in 2016.
Risk & Insurance Services
Risk & Insurance Services revenue was $2 billion in the fourth quarter of 2017, an increase of 9%, or 3% on an underlying basis. Operating income of $416 million was essentially flat with the prior year and includes $47 million of the previously mentioned pension charge. Adjusted operating income increased 12% to $473 million. For the year 2017, revenue was $7.6 billion, an increase of 7%, or 3% on an underlying basis. Operating income rose 7% to $1.9 billion while adjusted operating income rose 11%.
Marsh's revenue in the fourth quarter of 2017 was $1.7 billion, an increase of 9%, or 3% on an underlying basis. In U.S./Canada, underlying revenue rose 4%. International operations produced underlying revenue growth of 1%, reflecting underlying growth of 5% in Asia Pacific, and 9% in Latin America partially offset by a decline of 3% in EMEA. For the year 2017, Marsh’s revenue growth was 7%, or 3% on an underlying basis.
Guy Carpenter's fourth quarter revenue was $239 million, up 7% on an underlying basis. For the year 2017, Guy Carpenter’s underlying revenue growth was 4%.
Consulting
Consulting revenue was $1.7 billion in the fourth quarter of 2017, an increase of 10%, or 6% on an underlying basis. Operating income of $321 million rose 21%. Adjusted operating income increased 10% to $330 million. For the year 2017, revenue was $6.4 billion, up 5%, or 4% on an underlying basis. Operating income increased 6% to $1.2 billion on both a GAAP and adjusted basis.
Mercer’s revenue was $1.2 billion in the fourth quarter, an increase of 9%, or 4% on an underlying basis. Wealth revenue grew 4% on an underlying basis. Within Wealth, Defined Benefit Consulting & Administration increased 1% on an underlying basis, while Investment Management & Related Services increased 12%. Health revenue increased 3% on an underlying basis and Career increased 6%. For the year 2017, Mercer’s revenue growth was 5%, or 2% on an underlying basis.
Oliver Wyman Group’s revenue was $546 million in the fourth quarter, an increase of 9% on an underlying basis. For the year 2017, Oliver Wyman Group’s revenue increased to $1.9 billion, up 7% on an underlying basis.

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Other Items
The effective tax rate in the fourth quarter of 2017 was 95.5% compared with 24.9% in the year ago period. For the year 2017, the effective tax rate was 42.9% compared with 27.6% for the year ago period.
The effective tax rate in the fourth quarter and full year 2017 reflects the estimated impact of the enactment, in December 2017, of U.S. tax reform. An aggregate provisional charge of $460 million reflects a $220 million write down of our net deferred tax asset to reflect the decrease of the U.S. federal corporate income tax rate from 35% to 21% and a $240 million charge related to deemed repatriation.
The tax rate in the fourth quarter and year 2017 also reflects the impact of the required change in accounting for equity awards.
The Company repurchased 3.6 million shares of stock for $300 million in the fourth quarter. For the year, 11.5 million shares were repurchased for $900 million.
Conference Call
A conference call to discuss fourth quarter 2017 results will be held today at 8:30 a.m. Eastern time. To participate in the teleconference, please dial +1 800 289 0438. Callers from outside the United States should dial +1 323 994 2083. The access code for both numbers is 3400073. The live audio webcast may be accessed at mmc.com. A replay of the webcast 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 nearly 65,000 colleagues advise clients in over 130 countries. With annual revenue over $14 billion, Marsh & McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading firms. 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 technology-driven solutions that help organizations meet the health, wealth and career needs of 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.

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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 impact of any investigations, reviews, market studies or other activity by regulatory or law enforcement authorities, including the recently-announced UK FCA wholesale insurance broker market study and the ongoing investigations by the European Commission;
the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other claims against us;
our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information, particularly given the volume of our vendor network and the need to patch software vulnerabilities;
our ability to compete effectively and adapt to changes in the competitive environment, including to respond to disintermediation, digital disruption and other types of innovation;
the financial and operational impact of complying with laws and regulations where we operate, including cybersecurity and data privacy regulations such as the E.U.’s General Data Protection Regulation, anti-corruption laws and trade sanctions regimes;
the regulatory, contractual and reputational risks that arise based on insurance placement activities and various broker revenue streams;
the extent to which we manage risks associated with the various services, including fiduciary and investments and other advisory services;
our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster or otherwise;
the impact of changes in tax laws, guidance and interpretations, including related to certain provisions of the U.S. Tax Cuts and Jobs Act, or disagreements with tax authorities;
the impact of fluctuations in foreign exchange and interest rates on our results;
the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate; and
the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact of the adoption of the new revenue recognition and pension accounting standards.

The factors identified above are not exhaustive. 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. 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. We undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

4



Marsh & McLennan Companies, Inc.
Consolidated Statements of Income
(In millions, except per share figures)
(Unaudited)
 
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
 
 
2017

 
2016

 
2017

 
2016

 
Revenue
 
$
3,685

 
$
3,364

 
$
14,024

 
$
13,211

 
Expense:
 
 
 
 
 
 
 
 
 
Compensation and Benefits
 
2,098

 
1,918

 
7,884

 
7,461

 
Other Operating Expenses
 
901

 
813

 
3,284

 
3,086

 
     Operating Expenses
 
2,999

 
2,731

 
11,168

 
10,547

 
Operating Income
 
686

 
633

 
2,856

 
2,664

 
Interest Income
 
3

 
1

 
9

 
5

 
Interest Expense
 
(59
)
 
(48
)
 
(237
)
 
(189
)
 
Investment Income
 
12

 
2

 
15

 

 
Income Before Income Taxes
 
642

 
588

 
2,643

 
2,480

 
Income Tax Expense
 
614

 
147

 
1,133

 
685

 
Income from Continuing Operations
 
28

 
441

 
1,510

 
1,795

 
Discontinued Operations, Net of Tax
 
2

 

 
2

 

 
Net Income Before Non-Controlling Interests
 
30

 
441

 
1,512

 
1,795

 
Less: Net Income Attributable to Non-Controlling Interests
 
1

 
5

 
20

 
27

 
Net Income Attributable to the Company
 
$
29

 
$
436

 
$
1,492

 
$
1,768

 
Basic Net Income Per Share
 
 
 
 
 
 
 
 
 
- Continuing Operations
 
$
0.05

 
$
0.85

 
$
2.91

 
$
3.41

 
- Net Income Attributable to the Company
 
$
0.06

 
$
0.85

 
$
2.91

 
$
3.41

 
Diluted Net Income Per Share
 
 
 
 
 
 
 
 
 
- Continuing Operations
 
$
0.05

 
$
0.84

 
$
2.87

 
$
3.38

 
- Net Income Attributable to the Company
 
$
0.06

 
$
0.84

 
$
2.87

 
$
3.38

 
Average Number of Shares Outstanding
 
 
 
 
 
 
 
 
 
- Basic
 
510

 
515

 
513

 
519

 
- Diluted
 
517

 
521

 
519

 
524

 
Shares Outstanding at 12/31
 
509

 
514

 
509

 
514

 


5



Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Three Months Ended December 31, 2017
(Millions) (Unaudited)
 
 
 
 
 
 
Components of Revenue Change*
 
 
Three Months Ended
December 31,
 
% Change GAAP Revenue
 
Currency Impact
 
Acquisitions/
Dispositions Impact
 
Underlying Revenue
 
 
2017

 
2016

 
 
 
Risk and Insurance Services
 
 
 
 
 
 
 
 

 
 

 
 

Marsh
 
$
1,712

 
$
1,565

 
9
%
 
1
%
 
6
%
 
3
%
Guy Carpenter
 
239

 
222

 
8
%
 
1
%
 

 
7
%
     Subtotal
 
1,951

 
1,787

 
9
%
 
1
%
 
5
%
 
3
%
Fiduciary Interest Income
 
11

 
6

 
 
 
 
 
 
 
 
     Total Risk and Insurance Services
 
1,962

 
1,793

 
9
%
 
1
%
 
5
%
 
3
%
Consulting
 
 
 
 

 
 
 
 
 
 
 
 
Mercer
 
1,193

 
1,096

 
9
%
 
2
%
 
2
%
 
4
%
Oliver Wyman Group
 
546

 
486

 
12
%
 
3
%
 

 
9
%
     Total Consulting
 
1,739

 
1,582

 
10
%
 
2
%
 
2
%
 
6
%
Corporate / Eliminations
 
(16
)
 
(11
)
 
 
 
 
 
 
 
 
     Total Revenue
 
$
3,685

 
$
3,364

 
10
%
 
2
%
 
3
%
 
4
%

Revenue Details

The following table provides more detailed revenue information for certain of the components presented above:
 
 
 
 
 
 
Components of Revenue Change*
 
 
Three Months Ended
December 31,
 
% Change
GAAP Revenue
 
Currency Impact
 
Acquisitions/
Dispositions Impact
 
Underlying Revenue
 
 
2017

 
2016

 
 
 
 
Marsh:
 
 
 
 
 
 
 
 
 
 
 
 
EMEA
 
$
521

 
$
481


8
%
 
4
 %
 
7
 %
 
(3
)%
Asia Pacific
 
161

 
153


5
%
 
1
 %
 

 
5
 %
Latin America
 
130

 
122


7
%
 
(5
)%
 
3
 %
 
9
 %
     Total International
 
812

 
756


8
%
 
2
 %
 
5
 %
 
1
 %
U.S. / Canada
 
900

 
809


11
%
 

 
6
 %
 
4
 %
     Total Marsh
 
$
1,712

 
$
1,565


9
%
 
1
 %
 
6
 %
 
3
 %
Mercer:
 
 
 
 

 
 
 
 
 
 
 
 
Defined Benefit Consulting & Administration
 
$
371

 
$
364

 
2
%
 
3
 %
 
(2
)%
 
1
 %
Investment Management & Related Services
 
195

 
152

 
28
%
 
2
 %
 
14
 %
 
12
 %
     Total Wealth
 
566

 
516

 
10
%
 
3
 %
 
3
 %
 
4
 %
Health
 
409

 
381

 
7
%
 
1
 %
 
2
 %
 
3
 %
Career
 
218

 
199

 
10
%
 
2
 %
 
2
 %
 
6
 %
     Total Mercer
 
$
1,193


$
1,096

 
9
%
 
2
 %
 
2
 %
 
4
 %
 
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability such as: acquisitions, dispositions, transfers among businesses and the deconsolidation of Marsh India.
 
Effective January 1, 2017, Mercer established a Wealth business reflecting a unified client strategy for its former Retirement and Investment business. The 2016 information in the chart above has been conformed to the current presentation. Please refer to the "Supplemental Information - Mercer" schedules included in the first quarter 2017 press release for additional information about the Wealth business.
 
* Components of revenue change may not add due to rounding.

6



Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Twelve Months Ended December 31, 2017
(Millions) (Unaudited)
 
 
 
 
 
 
Components of Revenue Change*
 
 
Twelve Months Ended
December 31,
 
% Change GAAP Revenue
 
Currency Impact
 
Acquisitions/
Dispositions Impact
 
Underlying Revenue
 
 
2017

 
2016

 
 
 
 
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
 
 
 
Marsh
 
$
6,404

 
$
5,976

 
7
%
 

 
5
%
 
3
%
Guy Carpenter
 
1,187

 
1,141

 
4
%
 

 

 
4
%
     Subtotal
 
7,591

 
7,117

 
7
%
 

 
4
%
 
3
%
Fiduciary Interest Income
 
39

 
26

 
 
 
 
 
 
 
 
     Total Risk and Insurance Services
 
7,630

 
7,143

 
7
%
 

 
4
%
 
3
%
Consulting
 
 
 
 

 
 
 
 
 
 
 
 
Mercer
 
4,528

 
4,323

 
5
%
 

 
2
%
 
2
%
Oliver Wyman Group
 
1,916

 
1,789

 
7
%
 

 

 
7
%
     Total Consulting
 
6,444

 
6,112

 
5
%
 

 
2
%
 
4
%
Corporate / Eliminations
 
(50
)
 
(44
)
 
 
 
 
 
 
 
 
     Total Revenue
 
$
14,024

 
$
13,211

 
6
%
 

 
3
%
 
3
%
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
 
 
 
 
 
 
Components of Revenue Change*
 
 
Twelve Months Ended
December 31,
 
% Change
GAAP Revenue
 
Currency Impact
 
Acquisitions/
Dispositions Impact
 
Underlying Revenue
 
 
2017

 
2016

 
 
 
 
Marsh:
 
 
 
 
 
 
 
 
 
 
 
 
EMEA
 
$
2,033

 
$
1,924

 
6
 %
 
(1
)%
 
7
 %
 

Asia Pacific
 
645

 
635

 
2
 %
 

 
(5
)%
 
6
 %
Latin America
 
404

 
374

 
8
 %
 
(3
)%
 
3
 %
 
7
 %
     Total International
 
3,082

 
2,933

 
5
 %
 
(1
)%
 
4
 %
 
2
 %
U.S. / Canada
 
3,322

 
3,043

 
9
 %
 

 
6
 %
 
4
 %
     Total Marsh
 
$
6,404

 
$
5,976

 
7
 %
 

 
5
 %
 
3
 %
Mercer:
 
 
 
 

 
 
 
 
 
 
 
 
Defined Benefit Consulting & Administration
 
$
1,381

 
$
1,447

 
(5
)%
 
(1
)%
 
(2
)%
 
(2
)%
Investment Management & Related Services
 
767

 
606

 
26
 %
 
1
 %
 
15
 %
 
10
 %
     Total Wealth
 
2,148

 
2,053

 
5
 %
 

 
3
 %
 
2
 %
Health
 
1,648

 
1,588

 
4
 %
 

 
2
 %
 
2
 %
Career
 
732

 
682

 
7
 %
 

 
2
 %
 
5
 %
     Total Mercer
 
$
4,528

 
$
4,323

 
5
 %
 

 
2
 %
 
2
 %
 
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability such as: acquisitions, dispositions, transfers among businesses and the deconsolidation of Marsh India.
 
Effective January 1, 2017, Mercer established a Wealth business reflecting a unified client strategy for its former Retirement and Investment business. The 2016 information in the chart above has been conformed to the current presentation. Please refer to the "Supplemental Information - Mercer" schedules included in the first quarter 2017 press release for additional information about the Wealth business.
 
* Components of revenue change may not add due to rounding.

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Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three Months Ended December 31
(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 twelve months ended December 31, 2017 and 2016. The following tables also present adjusted operating margin. For the three and twelve months ended December 31, 2017 and 2016, adjusted operating margin is calculated by dividing adjusted operating income by consolidated or segment GAAP revenue less, where applicable, the net gain on the deconsolidation of Marsh's India subsidiary and the proceeds related to the disposal of Mercer's U.S. defined contribution recordkeeping business.
 
 
Risk & Insurance Services
 
Consulting
 
Corporate/
Eliminations
 
Total
Three Months Ended December 31, 2017
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
416

 
$
321

 
$
(51
)
 
$
686

Add impact of Noteworthy Items:
 
 
 
 
 
 
 
 
Restructuring (a)
 
4

 
1

 
3

 
8

Adjustments to acquisition related accounts (b)
 
5

 
1

 

 
6

Pension settlement charge (c)
 
47

 
7

 

 
54

Other
 
1

 

 

 
1

          Operating income adjustments
 
57

 
9

 
3

 
69

Adjusted operating income (loss)
 
$
473

 
$
330

 
$
(48
)
 
$
755

Operating margin
 
21.2
%
 
18.5
%
 
N/A

 
18.6
%
Adjusted operating margin
 
24.1
%
 
19.0
%
 
N/A

 
20.5
%
Three Months Ended December 31, 2016
 
 

 
 

 
 

 
 

Operating income (loss)
 
$
413

 
$
265

 
$
(45
)
 
$
633

Add impact of Noteworthy Items:
 
 
 
 
 
 
 
 
Restructuring (a)
 
1

 
33

 
1

 
35

Adjustments to acquisition related accounts (b)
 
5

 
1

 

 
6

Deconsolidation of business (d)
 
1

 

 

 
1

Other
 
1

 

 

 
1

          Operating income adjustments
 
8

 
34

 
1

 
43

Adjusted operating income (loss)
 
$
421

 
$
299

 
$
(44
)
 
$
676

Operating margin
 
23.0
%
 
16.8
%
 
N/A

 
18.8
%
Adjusted operating margin
 
23.5
%
 
18.9
%
 
N/A

 
20.1
%
 
(a) Includes severance and related charges from restructuring activities, adjustments to restructuring liabilities for future rent under
non-cancellable leases and other real estate costs, and restructuring costs related to the integration of recent acquisitions.
(b) Primarily includes the change in fair value as measured each quarter of contingent consideration related to acquisitions.
(c) Pension settlement charge resulting from lump sum settlements elected by participants in certain U.K. pension plans. Recognition of these payments as a partial settlement was required because in each respective plan the lump sum payments exceeded the total of interest and service cost for the year.
(d) Relates to net gain on the deconsolidation of Marsh India.

8



Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Twelve Months Ended December 31
(Millions) (Unaudited)
Adjusted Operating Income (Loss) and Adjusted Operating Margin (cont’d)
 
 
Risk & Insurance Services
 
Consulting
 
Corporate/
Eliminations
 
Total
Twelve Months Ended December 31, 2017
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
1,871

 
$
1,174

 
$
(189
)
 
$
2,856

Add impact of Noteworthy Items:
 
 
 
 
 
 
 
 
Restructuring (a)
 
11

 
19

 
10

 
40

Adjustments to acquisition related accounts (b)
 

 
3

 

 
3

Other Settlement, Legal and Regulatory (c)
 
15

 

 

 
15

Pension settlement charge (d)
 
47

 
7

 

 
54

Other
 
1

 

 

 
1

          Operating income adjustments
 
74

 
29

 
10

 
113

Adjusted operating income (loss)
 
$
1,945

 
$
1,203

 
$
(179
)
 
$
2,969

Operating margin
 
24.5
%
 
18.2
%
 
N/A

 
20.4
%
Adjusted operating margin
 
25.5
%
 
18.7
%
 
N/A

 
21.2
%
Twelve Months Ended December 31, 2016
 
 

 
 

 
 

 
 

Operating income (loss)
 
$
1,753

 
$
1,103

 
$
(192
)
 
$
2,664

Add (Deduct) impact of Noteworthy Items:
 
 
 
 
 
 
 
 
Restructuring (a)
 
3

 
34

 
7

 
44

Adjustments to acquisition related accounts (b)
 
12

 
3

 

 
15

Disposal/deconsolidation of business (e)
 
(11
)
 
(6
)
 

 
(17
)
Other
 
2

 

 

 
2

          Operating income adjustments
 
6

 
31

 
7

 
44

Adjusted operating income (loss)
 
$
1,759

 
$
1,134

 
$
(185
)
 
$
2,708

Operating margin
 
24.5
%
 
18.1
%
 
N/A

 
20.2
%
Adjusted operating margin
 
24.7
%
 
18.6
%
 
N/A

 
20.5
%
 
(a) Includes severance and related charges from restructuring activities and the Mercer business restructure (initially announced in Q4 2016), adjustments to restructuring liabilities related to future rent under non-cancellable leases and other real estate costs, as well as restructuring costs related to the integration of recent acquisitions.
(b) Primarily includes the change in fair value as measured each quarter of contingent consideration related to acquisitions.
(c) Reflects the settlement of the final legacy litigation, originally filed in 2006, regarding Marsh’s use of market service agreements.
(d) Pension settlement charge resulting from lump sum settlements elected by participants in certain U.K. pension plans. Recognition of these payments as a partial settlement was required because in each respective plan the lump sum payments exceeded the total of interest and service cost for the year.
(e) Relates to a net gain on the deconsolidation of Marsh India and contingent proceeds related to the disposal of Mercer's U.S. defined contribution recordkeeping business. The amounts are excluded from GAAP revenue in the calculation of adjusted operating margin.



 


9



Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three and Twelve Months Ended December 31
(Millions) (Unaudited)
Adjusted income, net of tax and Adjusted Earnings per Share
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 the impact related to recently enacted U.S. tax reform legislation. 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 twelve months ended December 31, 2017 and 2016.
 
 
Three Months Ended December 31, 2017
 
Three Months Ended December 31, 2016
 
 
Amount
 
Adjusted EPS
 
Amount
 
Adjusted EPS
Income from continuing operations
 
 
 
$
28

 
 
 
 
 
$
441

 
 
Less: Non-controlling interest, net of tax
 
 
 
1

 
 
 
 
 
5

 
 
   Subtotal
 
 
 
$
27

 
$
0.05

 
 
 
$
436

 
$
0.84

Operating income adjustments
 
$
69

 
 
 
 
 
$
43

 
 
 
 
Impact of income taxes
 
(12
)
 
 
 
 
 
(14
)
 
 
 
 
   Subtotal
 
57

 
 
 
 
 
29

 
 
 
 
Impact of U.S. tax reform*
 
460

 
 
 
 
 

 
 
 
 
 
 
 
 
517

 
1.00

 
 
 
29

 
0.05

   Adjusted income, net of tax
 
 
 
$
544

 
$
1.05

 
 
 
$
465

 
$
0.89

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2017
 
Twelve Months Ended December 31, 2016
 
 
Amount
 
Adjusted EPS
 
Amount
 
Adjusted EPS
Income from continuing operations
 
 
 
$
1,510

 
 
 
 
 
$
1,795

 
 
Less: Non-controlling interest, net of tax
 
 
 
20

 
 
 
 
 
27

 
 
   Subtotal
 
 
 
$
1,490

 
$
2.87

 
 
 
$
1,768

 
$
3.38

Operating income adjustments
 
$
113

 
 
 
 
 
$
44

 
 
 
 
Impact of income taxes
 
(28
)
 
 
 
 
 
(21
)
 
 
 
 
   Subtotal
 
85

 
 
 
 
 
23

 
 
 
 
Impact of U.S. tax reform*
 
460

 
 
 
 
 

 
 
 
 
 
 
 
 
545

 
1.05

 

 
23

 
0.04

  Adjusted income, net of tax
 
 
 
$
2,035

 
$
3.92

 
 
 
$
1,791

 
$
3.42

 
 
 
 
 
 
 
 
 
 
 
 
 
*The provisional estimates are based on the Company's initial analysis of the Tax Cuts and Jobs Act (the "Act"). Given the significant complexity of the Act, anticipated guidance from the U.S. Treasury about implementing the Act, and the potential for additional guidance from the Securities and Exchange Commission or the Financial Accounting Standards Board related to the Act, these estimates may be adjusted during 2018.


 

10



Marsh & McLennan Companies, Inc.
Supplemental Information
Three and Twelve Months Ended December 31
(Millions) (Unaudited)
 
 
Three Months Ended
 
Twelve Months Ended
 
 
 
December 31,
 
December 31,
 
 
 
2017

 
2016

 
2017

 
2016

 
Consolidated
 
 
 
 
 
 
 
 
 
Compensation and Benefits
 
$
2,098

 
$
1,918

 
$
7,884

 
$
7,461

 
Other operating expenses
 
901

 
813

 
3,284

 
3,086

 
   Total Expenses
 
$
2,999

 
$
2,731

 
$
11,168

 
$
10,547

 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
$
78

 
$
77

 
$
312

 
$
308

 
Identified intangible amortization expense
 
47

 
31

 
169

 
130

 
     Total
 
$
125

 
$
108

 
$
481

 
$
438

 
 
 
 
 
 
 
 
 
 
 
Stock option expense
 
$
1

 
$
3

 
$
20

 
$
21

 
Capital expenditures
 
$
85

 
$
79

 
$
302

 
$
253

 
 
 
 
 
 
 
 
 
 
 
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
Compensation and Benefits
 
$
1,084

 
$
953

 
$
4,031

 
$
3,732

 
Other operating expenses
 
462

 
427

 
1,728

 
1,658

 
   Total Expenses
 
$
1,546

 
$
1,380

 
$
5,759

 
$
5,390

 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
$
37

 
$
34

 
$
143

 
$
139

 
Identified intangible amortization expense
 
39

 
26

 
139

 
109

 
     Total
 
$
76

 
$
60

 
$
282

 
$
248

 
 
 
 
 
 
 
 
 
 
 
Consulting
 
 
 
 
 
 
 
 
 
Compensation and Benefits
 
$
926

 
$
879

 
$
3,509

 
$
3,385

 
Other operating expenses
 
492

 
438

 
1,761

 
1,624

 
   Total Expenses
 
$
1,418

 
$
1,317

 
$
5,270

 
$
5,009

 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
$
23

 
$
25

 
$
99

 
$
100

 
Identified intangible amortization expense
 
8

 
5

 
30

 
21

 
     Total
 
$
31

 
$
30

 
$
129

 
$
121

 
 
 
 
 
 
 
 
 
 
 


11



Marsh & McLennan Companies, Inc.
Consolidated Balance Sheets
(Millions) (Unaudited)
 
 
 
December 31, 2017
 
December 31, 2016
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
1,205

 
$
1,026

Net receivables
 
4,133

 
3,643

Other current assets
 
224

 
215

Total current assets
 
5,562

 
4,884

 
 
 
 
 
Goodwill and intangible assets
 
10,363

 
9,495

Fixed assets, net
 
712

 
725

Pension related assets
 
1,693

 
776

Deferred tax assets
 
669

 
1,097

Other assets
 
1,430

 
1,213

     TOTAL ASSETS
 
$
20,429

 
$
18,190

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
Short-term debt
 
$
262

 
$
312

Accounts payable and accrued liabilities
 
2,083

 
1,969

Accrued compensation and employee benefits
 
1,718

 
1,655

Accrued income taxes
 
199

 
146

Total current liabilities
 
4,262

 
4,082

 
 
 
 
 
Fiduciary liabilities
 
4,847

 
4,241

Less - cash and investments held in a fiduciary capacity
 
(4,847
)
 
(4,241
)
 
 

 

Long-term debt
 
5,225

 
4,495

Pension, post-retirement and post-employment benefits
 
1,888

 
2,076

Liabilities for errors and omissions
 
301

 
308

Other liabilities
 
1,311

 
957

 
 
 
 
 
Total equity
 
7,442

 
6,272

     TOTAL LIABILITIES AND EQUITY
 
$
20,429

 
$
18,190


 
 
 
 
 
 

12



Marsh & McLennan Companies, Inc.
Supplemental Information
Revised Presentation Under the New Retirement Benefits Accounting Standard
(Millions) (Unaudited)
On January 1, 2018, new accounting guidance became effective that changes the presentation of net periodic pension and postretirement benefit cost ("net benefit cost") under ASC 715. Under the new standard, the service cost component of net benefit cost will continue to be included in compensation and benefit costs in operating income. All other components of net benefit cost, which include interest cost, expected return on plan assets, amortization of gains and losses and settlements costs or credits, will be reported in a separate line item below operating income. This change in presentation will have no impact on income before income taxes, net income, earnings per share or cash flow. To aid investors in their understanding of these presentation changes, the tables below provide the restatements of both 2017 and 2016 results that will be reflected when the Company files its 2018 financial statements.
 
 
2016
 
2017
Consolidated Income Statements
 
FY
 
Q1
 
Q2
 
Q3
 
Q4
 
FY
Revenue
 
$
13,211

 
$
3,503

 
$
3,495

 
$
3,341

 
$
3,685

 
$
14,024

Expense:
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and Benefits As Reported
 
7,461

 
1,945

 
1,935

 
1,906

 
2,098

 
7,884

Add: Other Net Benefit Credits (a)
 
233

 
60

 
63

 
62

 
16

 
201

Compensation and Benefits As Restated
 
7,694

 
2,005

 
1,998

 
1,968

 
2,114

 
8,085

Other Operating Expenses
 
3,086

 
749

 
796

 
838

 
901

 
3,284

Operating Expenses As Restated
 
10,780

 
2,754

 
2,794

 
2,806

 
3,015

 
11,369

Operating Income As Restated
 
2,431

 
749

 
701

 
535

 
670

 
2,655

Other Net Benefit Credits (a)
 
233

 
60

 
63

 
62

 
16

 
201

Interest Income
 
5

 
2

 
2

 
2

 
3

 
9

Interest Expense
 
(189
)
 
(58
)
 
(60
)
 
(60
)
 
(59
)
 
(237
)
Investment Income (Loss)
 

 

 
5

 
(2
)
 
12

 
15

Income Before Income Taxes
 
$
2,480

 
$
753

 
$
711

 
$
537

 
$
642

 
$
2,643

Operating Income and Margin
 
 
 
 
 
 
 
 
 
 
 
 
Risk and Insurance Services
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
Originally Reported
 
$
1,753

 
$
613

 
$
528

 
$
314

 
$
416

 
$
1,871

Other Net Benefit Credits (a)
 
(172
)
 
(45
)
 
(46
)
 
(46
)
 
(3
)
 
(140
)
As Restated
 
$
1,581

 
$
568

 
$
482

 
$
268

 
$
413

 
$
1,731

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Margin
 
 
 
 
 
 
 
 
 
 
 
 
Originally Reported
 
24.5
%
 
30.8
%
 
27.5
%
 
17.8
%
 
21.2
%
 
24.5
%
As Restated
 
22.1
%
 
28.6
%
 
25.2
%
 
15.2
%
 
21.0
%
 
22.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Consulting
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
Originally Reported
 
$
1,103

 
$
241

 
$
283

 
$
329

 
$
321

 
$
1,174

Other Net Benefit Credits (a)
 
(65
)
 
(16
)
 
(18
)
 
(18
)
 
(12
)
 
(64
)
As Restated
 
$
1,038

 
$
225

 
$
265

 
$
311

 
$
309

 
$
1,110

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Margin
 
 
 
 
 
 
 
 
 
 
 
 
Originally Reported
 
18.1
%
 
15.8
%
 
17.8
%
 
20.7
%
 
18.5
%
 
18.2
%
As Restated
 
17.0
%
 
14.7
%
 
16.6
%
 
19.6
%
 
17.8
%
 
17.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
Originally Reported
 
$
2,664

 
$
809

 
$
764

 
$
597

 
$
686

 
$
2,856

Other Net Benefit Credits (a)
 
(233
)
 
(60
)
 
(63
)
 
(62
)
 
(16
)
 
(201
)
As Restated
 
$
2,431

 
$
749

 
$
701

 
$
535

 
$
670

 
$
2,655

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Margin
 
 
 
 
 
 
 
 
 
 
 
 
Originally Reported
 
20.2
%
 
23.1
%
 
21.9
%
 
17.9
%
 
18.6
%
 
20.4
%
As Restated
 
18.4
%
 
21.4
%
 
20.1
%
 
16.0
%
 
18.2
%
 
18.9
%
(a) The net benefit credit in the fourth quarter of 2017 includes the U.K. pension settlement charge of $54 million, which is excluded from our adjusted results.

13