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Marsh McLennan Reports Fourth Quarter and Full-year 2021 Results

Full-Year Revenue Growth of 15%; Underlying Revenue Growth of 10%

Full-Year GAAP Operating Income Rises 41%; Adjusted Operating Income Increases 18%

Full-Year GAAP EPS Increases 56% to $6.13; Adjusted EPS Increases 24% to $6.17

Fourth Quarter GAAP EPS of $1.57; Adjusted EPS Increases 14% to $1.36

Marsh McLennan (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the fourth quarter and year ended December 31, 2021.

Dan Glaser, President and CEO, said: “In our 150th year, we produced one of the finest results in our Company's history. We generated underlying revenue growth of 10% and adjusted EPS growth of 24%, both the highest in over two decades. We also grew our adjusted operating income by 18% and expanded adjusted margins for the 14th consecutive year. I am proud of our colleagues' hard work, dedication and unwavering focus in achieving these results. With this outstanding year, we enter 2022 well positioned for continued growth."

Consolidated Results

Consolidated revenue in the fourth quarter of 2021 was $5.1 billion, an increase of 16% compared with the fourth quarter of 2020, or 10% on an underlying basis. Operating income was $986 million compared with $571 million in the prior year period. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, was $905 million, compared with $855 million in the prior year period. Net income attributable to the Company was $803 million, or $1.57 per diluted share, compared with $0.73 in the fourth quarter of 2020. Adjusted earnings per share was $1.36, compared with $1.19 for the prior year period.

For the year 2021, revenue was $19.8 billion, an increase of 15% compared with 2020, or 10% on an underlying basis. Operating income was $4.3 billion, and adjusted operating income rose 18% to $4.3 billion. Net income attributable to the Company was $3.1 billion. Earnings per share increased 56% to $6.13. Adjusted earnings per share increased 24% to $6.17 compared with $4.97 in 2020.

Risk & Insurance Services

Risk & Insurance Services revenue was $3.0 billion in the fourth quarter of 2021, an increase of 20%, or 9% on an underlying basis. Operating income was $667 million, compared with $463 million in the fourth quarter of 2020. Adjusted operating income increased 6% to $557 million. For the year 2021, revenue was $12.1 billion, an increase of 17%, or 10% on an underlying basis. Operating income was $3.1 billion, compared to $2.3 billion in 2020. Adjusted operating income rose 17% to $3.0 billion.

Marsh's revenue in the fourth quarter of 2021 was $2.9 billion, an increase of 22%, or 9% on an underlying basis. In U.S./Canada, underlying revenue rose 11%. International operations underlying revenue increased 7% compared to the prior year period, reflecting underlying growth of 14% in Latin America, 10% in Asia Pacific and 5% in EMEA. For the year 2021, Marsh’s revenue growth was 19%, or 11% on an underlying basis.

Guy Carpenter's fourth quarter revenue was $170 million, an increase of 4%, or 5% on an underlying basis. For the year 2021, Guy Carpenter’s revenue grew 10% compared to a year ago, or 9% on an underlying basis.

Consulting

Consulting revenue was $2.1 billion in the fourth quarter of 2021, an increase of 10%, or 11% on an underlying basis. Operating income increased 120% to $395 million, compared with $179 million in the fourth quarter of 2020. Adjusted operating income was $410 million, an increase of 6% compared with $387 million in the fourth quarter of 2020. For the year 2021, revenue was $7.8 billion, an increase of 12%, or 10% on an underlying basis. Operating income was $1.5 billion, compared with $1.0 billion in 2020. Adjusted operating income increased 19% to $1.5 billion.

Mercer’s revenue was $1.4 billion in the fourth quarter of 2021, an increase of 5%, or 6% on an underlying basis. Wealth, with revenue of $648 million, increased 4% on an underlying basis. Health, with revenue of $457 million, increased 4% on an underlying basis. Career revenue of $272 million increased 15% on an underlying basis. For the year 2021, Mercer’s revenue increased 7%, or 5% on an underlying basis.

Oliver Wyman’s revenue was $722 million in the fourth quarter of 2021, an increase of 22% on an underlying basis. For the year 2021, Oliver Wyman’s revenue was $2.5 billion, an increase of 21% on an underlying basis.

Other Items

For the year 2021, Marsh McLennan Agency (MMA) completed 11 transactions with approximately $170 million of combined revenue, including the acquisition of PayneWest, one of the largest independent agencies in the U.S.

Marsh announced in December that it increased its stake in Marsh India Insurance Brokers Pvt. Ltd. from 49% to 92%.

The Company repurchased 2.6 million shares of stock for $425 million in the fourth quarter. For the year 2021, the Company repurchased 7.9 million shares for $1.2 billion.

In the fourth quarter of 2021, the Company raised $750 million of senior notes and repaid $500 million of senior notes due in January 2022.

Conference Call

A conference call to discuss fourth quarter 2021 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 8019728. The live audio webcast may be accessed at marshmclennan.com. A replay of the webcast will be available approximately two hours after the event.

About Marsh McLennan

Marsh McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s 83,000 colleagues advise clients in 130 countries. With annual revenue of nearly $20 billion, Marsh McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. 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 redefine the world of work, reshape retirement and investment outcomes, and unlock health and well being 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 marshmclennan.com, follow us on LinkedIn and Twitter 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 impact from lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty or other claims against us in our capacity as a broker or investment advisor;
  • the increasing prevalence of ransomware, supply chain and other forms of cyber attacks, and their potential to disrupt our operations and result in the disclosure of confidential client or company information;
  • the financial and operational impact of complying with laws and regulations, including anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act and cybersecurity and data privacy regulations, in an environment of increased regulatory activity and enforcement;
  • our ability to attract, retain and fully develop industry leading talent;
  • the impact of and uncertainty around COVID-19;
  • the impact of macroeconomic, political or market conditions on us, our clients and the industries in which we operate, including from inflation, foreign exchange and interest rate fluctuations;
  • 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 manage risks associated with our investment management and related services business, particularly in the context of uncertain equity markets, including our ability to execute timely trades in light of increased trading volume and to manage potential conflicts of interest;
  • the impact of changes in tax laws, guidance and interpretations, or disagreements with tax authorities; and
  • the regulatory, contractual and reputational risks that arise based on insurance placement activities and insurer revenue streams.

The factors identified above are not exhaustive. Marsh McLennan 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 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 data)

(Unaudited)

 

 

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 

 

2021

 

2020

 

2021

 

2020

Revenue

 

$

5,137

 

 

$

4,416

 

 

$

19,820

 

 

$

17,224

 

Expense:

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

2,905

 

 

 

2,650

 

 

 

11,425

 

 

 

10,129

 

Other operating expenses

 

 

1,246

 

 

 

1,195

 

 

 

4,083

 

 

 

4,029

 

Operating expenses

 

 

4,151

 

 

 

3,845

 

 

 

15,508

 

 

 

14,158

 

Operating income

 

 

986

 

 

 

571

 

 

 

4,312

 

 

 

3,066

 

Other net benefit credits

 

 

66

 

 

 

70

 

 

 

277

 

 

 

257

 

Interest income

 

 

 

 

 

2

 

 

 

2

 

 

 

7

 

Interest expense

 

 

(109

)

 

 

(128

)

 

 

(444

)

 

 

(515

)

Investment income (loss)

 

 

18

 

 

 

25

 

 

 

61

 

 

 

(22

)

Income before income taxes

 

 

961

 

 

 

540

 

 

 

4,208

 

 

 

2,793

 

Income tax expense

 

 

154

 

 

 

161

 

 

 

1,034

 

 

 

747

 

Net income before non-controlling interests

 

 

807

 

 

 

379

 

 

 

3,174

 

 

 

2,046

 

Less: net income attributable to non-controlling interests

 

 

4

 

 

 

5

 

 

 

31

 

 

 

30

 

Net income attributable to the Company

 

$

803

 

 

$

374

 

 

$

3,143

 

 

$

2,016

 

Net income per share attributable to the Company

 

 

 

 

 

 

 

 

- Basic

 

$

1.59

 

 

$

0.74

 

 

$

6.20

 

 

$

3.98

 

- Diluted

 

$

1.57

 

 

$

0.73

 

 

$

6.13

 

 

$

3.94

 

Average number of shares outstanding

 

 

 

 

 

 

 

 

- Basic

 

 

504

 

 

 

507

 

 

 

507

 

 

 

506

 

- Diluted

 

 

511

 

 

 

513

 

 

 

513

 

 

 

512

 

Shares outstanding at December 31

 

 

504

 

 

 

508

 

 

 

504

 

 

 

508

 

 

Marsh & McLennan Companies, Inc.

Supplemental Information - Revenue Analysis

Three Months Ended December 31

(Millions) (Unaudited)

The Company conducts business in 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as 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

December 31,

 

%

Change

GAAP

Revenue

Currency

Impact

 

Acquisitions/

Dispositions/

Other Impact

 

Underlying

Revenue

 

 

2021

 

2020

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

 

 

Marsh

 

$

2,876

 

 

$

2,364

 

 

22

%

 

 

13

%

 

9

%

Guy Carpenter

 

 

170

 

 

 

162

 

 

4

%

(1

)%

 

 

 

5

%

Subtotal

 

 

3,046

 

 

 

2,526

 

 

21

%

 

 

12

%

 

9

%

Fiduciary Interest Income

 

 

3

 

 

 

6

 

 

 

 

 

 

 

 

Total Risk and Insurance Services

 

 

3,049

 

 

 

2,532

 

 

20

%

 

 

12

%

 

9

%

Consulting

 

 

 

 

 

 

 

 

 

 

 

Mercer

 

 

1,377

 

 

 

1,312

 

 

5

%

 

 

(1

)%

 

6

%

Oliver Wyman Group

 

 

722

 

 

 

590

 

 

22

%

(1

)%

 

1

%

 

22

%

Total Consulting

 

 

2,099

 

 

 

1,902

 

 

10

%

 

 

 

 

11

%

Corporate Eliminations

 

 

(11

)

 

 

(18

)

 

 

 

 

 

 

 

Total Revenue

 

$

5,137

 

 

$

4,416

 

 

16

%

 

 

7

%

 

10

%

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/

Other Impact

 

Underlying

Revenue

 

 

2021

 

2020

 

Marsh:

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

$

713

 

$

688

 

4

%

(1

)%

 

(1

)%

 

5

%

Asia Pacific

 

 

560

 

 

269

 

109

%

(1

)%

 

100

%

 

10

%

Latin America

 

 

155

 

 

141

 

10

%

(4

)%

 

 

 

14

%

Total International

 

 

1,428

 

 

1,098

 

30

%

(1

)%

 

24

%

 

7

%

U.S./Canada

 

 

1,448

 

 

1,266

 

14

%

 

 

3

%

 

11

%

Total Marsh

 

$

2,876

 

$

2,364

 

22

%

 

 

13

%

 

9

%

Mercer:

 

 

 

 

 

 

 

 

 

 

 

Wealth

 

$

648

 

$

629

 

3

%

 

 

(1

)%

 

4

%

Health

 

 

457

 

 

445

 

3

%

(1

)%

 

(1

)%

 

4

%

Career

 

 

272

 

 

238

 

14

%

(1

)%

 

 

 

15

%

Total Mercer

 

$

1,377

 

$

1,312

 

5

%

 

 

(1

)%

 

6

%

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

Marsh & McLennan Companies, Inc.

Supplemental Information - Revenue Analysis

Twelve Months Ended December 31

(Millions) (Unaudited)

The Company conducts business in 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as 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*

 

 

Twelve Months Ended

December 31,

 

%

Change

GAAP

Revenue

Currency

Impact

 

Acquisitions/

Dispositions/

Other Impact

 

Underlying

Revenue

 

 

2021

 

2020

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

 

 

 

Marsh

 

$

10,203

 

 

$

8,595

 

 

19

%

2

%

 

6

%

 

11

%

Guy Carpenter

 

 

1,867

 

 

 

1,696

 

 

10

%

1

%

 

 

 

9

%

Subtotal

 

 

12,070

 

 

 

10,291

 

 

17

%

2

%

 

5

%

 

11

%

Fiduciary Interest Income

 

 

15

 

 

 

46

 

 

 

 

 

 

 

 

Total Risk and Insurance Services

 

 

12,085

 

 

 

10,337

 

 

17

%

2

%

 

5

%

 

10

%

Consulting

 

 

 

 

 

 

 

 

 

 

 

Mercer

 

 

5,254

 

 

 

4,928

 

 

7

%

3

%

 

(1

)%

 

5

%

Oliver Wyman Group

 

 

2,535

 

 

 

2,048

 

 

24

%

2

%

 

 

 

21

%

Total Consulting

 

 

7,789

 

 

 

6,976

 

 

12

%

3

%

 

 

 

10

%

Corporate Eliminations

 

 

(54

)

 

 

(89

)

 

 

 

 

 

 

 

Total Revenue

 

$

19,820

 

 

$

17,224

 

 

15

%

2

%

 

3

%

 

10

%

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/

Other Impact

 

Underlying

Revenue

 

 

2021

 

2020

 

Marsh:

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

$

2,946

 

$

2,575

 

14

%

 

4

%

1

%

 

9

%

Asia Pacific

 

 

1,462

 

 

1,059

 

38

%

 

4

%

25

%

 

9

%

Latin America

 

 

453

 

 

424

 

7

%

 

(2

)%

 

 

9

%

Total International

 

 

4,861

 

 

4,058

 

20

%

 

4

%

7

%

 

9

%

U.S./Canada

 

 

5,342

 

 

4,537

 

18

%

 

1

%

4

%

 

13

%

Total Marsh

 

$

10,203

 

$

8,595

 

19

%

 

2

%

6

%

 

11

%

Mercer:

 

 

 

 

 

 

 

 

 

 

 

Wealth

 

$

2,509

 

$

2,348

 

7

%

 

4

%

(1

)%

 

4

%

Health

 

 

1,855

 

 

1,793

 

3

%

 

1

%

(1

)%

 

3

%

Career

 

 

890

 

 

787

 

13

%

 

2

%

 

 

12

%

Total Mercer

 

$

5,254

 

$

4,928

 

7

%

 

3

%

(1

)%

 

5

%

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

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 in accordance with "GAAP" or "reported" results). The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G in accordance with 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, 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 its 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 (loss). The following tables identify these noteworthy items and reconcile adjusted operating income (loss) to GAAP operating income (loss), on a consolidated and reportable segment basis, for the three and twelve month periods ended December 31, 2021 and 2020. The following tables also present adjusted operating margin. For the three and twelve months ended December 31, 2021 and 2020, adjusted operating margin is calculated by dividing the sum of adjusted operating income and identified intangible asset amortization by consolidated or segment adjusted revenue.

 

Risk & Insurance

Services

 

Consulting

 

Corporate/

Eliminations

 

Total

Three Months Ended December 31, 2021

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

667

 

 

$

395

 

 

$

(76

)

 

$

986

 

Operating margin

 

 

21.9

%

 

 

18.8

%

 

 

N/A

 

 

 

19.2

%

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

19

 

 

 

4

 

 

 

12

 

 

 

35

 

Changes in contingent consideration (b)

 

 

45

 

 

 

1

 

 

 

 

 

 

46

 

JLT integration and restructuring costs (c)

 

 

15

 

 

 

15

 

 

 

2

 

 

 

32

 

JLT acquisition-related costs and other (d)

 

 

45

 

 

 

1

 

 

 

 

 

 

46

 

JLT legacy E&O provision (e)

 

 

 

 

 

(6

)

 

 

 

 

 

(6

)

Legal claims (f)

 

 

33

 

 

 

 

 

 

 

 

 

33

 

Gain on consolidation of business (g)

 

 

(267

)

 

 

 

 

 

 

 

 

(267

)

Operating income adjustments

 

 

(110

)

 

 

15

 

 

 

14

 

 

 

(81

)

Adjusted operating income (loss)

 

$

557

 

 

$

410

 

 

$

(62

)

 

$

905

 

Total identified intangible amortization expense

 

$

73

 

 

$

14

 

 

$

 

 

$

87

 

Adjusted operating margin

 

 

22.7

%

 

 

20.2

%

 

 

N/A

 

 

 

20.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2020

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

463

 

 

$

179

 

 

$

(71

)

 

$

571

 

Operating margin

 

 

18.3

%

 

 

9.4

%

 

 

N/A

 

 

 

12.9

%

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

1

 

 

 

37

 

 

 

8

 

 

 

46

 

Changes in contingent consideration (b)

 

 

3

 

 

 

1

 

 

 

 

 

 

4

 

JLT integration and restructuring costs (c)

 

 

46

 

 

 

20

 

 

 

4

 

 

 

70

 

JLT acquisition-related costs and other (d)

 

 

11

 

 

 

1

 

 

 

1

 

 

 

13

 

JLT legacy E&O provision (e)

 

 

 

 

 

161

 

 

 

 

 

 

161

 

Disposal of businesses (h)

 

 

1

 

 

 

(11

)

 

 

 

 

 

(10

)

Other

 

 

 

 

 

(1

)

 

 

1

 

 

 

 

Operating income adjustments

 

 

62

 

 

 

208

 

 

 

14

 

 

 

284

 

Adjusted operating income (loss)

 

$

525

 

 

$

387

 

 

$

(57

)

 

$

855

 

Total identified intangible amortization expense

 

$

70

 

 

$

16

 

 

$

 

 

$

86

 

Adjusted operating margin

 

 

23.5

%

 

 

21.4

%

 

 

N/A

 

 

 

21.3

%

 

 

 

 

 

 

 

 

 

(a)

Primarily includes restructuring expenses associated with the Company's global information technology and HR functions and adjustments to restructuring liabilities for future rent under non-cancellable leases. RIS in 2021 also includes costs related to a Marsh operational excellence program to improve efficiencies and client service. Consulting charges in 2020 reflect severance and real estate exit costs related to the Mercer restructuring program completed in 2020.

(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, technology and consulting costs related to the JLT integration.

(d)

Includes retention and legal charges related to the acquisition of JLT.

(e)

Reflects recoveries under indemnities for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K. For the year-ended 2021, there was a reduction of $69 million in the liability including recoveries, following an increase of $161 million in the recorded liability related to this matter in 2020.

(f)

Settlement charges and legal costs related to strategic recruiting.

(g)

Reflects a gain from the fair value re-measurement of the Company’s previously held equity method investment in Marsh India upon the Company increasing its ownership interest from 49% to 92%. The gain is reflected in revenue and excluded from underlying revenue calculations and adjusted operating margin.

(h)

Consulting in 2020 includes a contingent gain adjustment, included in revenue from Mercer's U.S. large market health and defined benefit administration business sold in 2019. This amount is removed from GAAP revenue in the calculation of adjusted operating margin.

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Twelve Months Ended December 31

(Millions) (Unaudited)

 

 

 

Risk & Insurance

Services

 

Consulting

 

Corporate/

Eliminations

 

Total

Twelve Months Ended December 31, 2021

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

3,080

 

 

$

1,504

 

 

$

(272

)

 

$

4,312

 

Operating margin

 

 

25.5

%

 

 

19.3

%

 

 

N/A

 

 

 

21.8

%

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

31

 

 

 

12

 

 

 

27

 

 

 

70

 

Changes in contingent consideration (b)

 

 

63

 

 

 

(3

)

 

 

(3

)

 

 

57

 

JLT integration and restructuring costs (c)

 

 

53

 

 

 

36

 

 

 

4

 

 

 

93

 

JLT acquisition-related costs and other (d)

 

 

77

 

 

 

3

 

 

 

1

 

 

 

81

 

JLT legacy E&O provision (e)

 

 

 

 

 

(69

)

 

 

 

 

 

(69

)

Legal claims (f)

 

 

60

 

 

 

 

 

 

2

 

 

 

62

 

Gain on consolidation of business (g)

 

 

(267

)

 

 

 

 

 

 

 

 

(267

)

Disposal of businesses (h)

 

 

(52

)

 

 

3

 

 

 

 

 

 

(49

)

Operating income adjustments

 

 

(35

)

 

 

(18

)

 

 

31

 

 

 

(22

)

Adjusted operating income (loss)

 

$

3,045

 

 

$

1,486

 

 

$

(241

)

 

$

4,290

 

Total identified intangible amortization expense

 

$

309

 

 

$

56

 

 

$

 

 

$

365

 

Adjusted operating margin

 

 

28.5

%

 

 

19.8

%

 

 

N/A

 

 

 

23.9

%

 

 

 

 

 

 

 

 

 

Twelve Months Ended December 31, 2020

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

2,346

 

 

$

994

 

 

$

(274

)

 

$

3,066

 

Operating margin

 

 

22.7

%

 

 

14.3

%

 

 

N/A

 

 

 

17.8

%

Add (deduct) impact of noteworthy items:

 

 

 

 

 

 

 

 

Restructuring, excluding JLT (a)

 

 

3

 

 

 

54

 

 

 

32

 

 

 

89

 

Changes in contingent consideration (b)

 

 

25

 

 

 

(1

)

 

 

2

 

 

 

26

 

JLT integration and restructuring costs (c)

 

 

171

 

 

 

51

 

 

 

29

 

 

 

251

 

JLT acquisition-related costs and other (d)

 

 

50

 

 

 

3

 

 

 

1

 

 

 

54

 

JLT legacy E&O provision (e)

 

 

 

 

 

161

 

 

 

 

 

 

161

 

Disposal of businesses (h)

 

 

7

 

 

 

(15

)

 

 

 

 

 

(8

)

Other

 

 

5

 

 

 

 

 

 

 

 

 

5

 

Operating income adjustments

 

 

261

 

 

 

253

 

 

 

64

 

 

 

578

 

Adjusted operating income (loss)

 

$

2,607

 

 

$

1,247

 

 

$

(210

)

 

$

3,644

 

Total identified intangible amortization expense

 

$

292

 

 

$

59

 

 

$

 

 

$

351

 

Adjusted operating margin

 

 

28.0

%

 

 

18.8

%

 

 

N/A

 

 

 

23.2

%

 

(a)

Primarily includes restructuring expenses associated with the Company's global information technology and HR functions and adjustments to restructuring liabilities for future rent under non-cancellable leases. RIS in 2021 also includes costs related to a Marsh operational excellence program to improve efficiencies and client service. Consulting charges in 2020 reflect severance and real estate exit costs related to the Mercer restructuring program completed in 2020.

(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, technology and consulting costs related to the JLT integration.

(d)

Includes retention and legal charges related to the acquisition of JLT.

(e)

For the year-ended 2021, there was a reduction of $69 million in the liability including recoveries under indemnities for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K. The Company increased the recorded liability by $161 million related to this matter in 2020.

(f)

Settlement charges and legal costs related to strategic recruiting.

(g)

Reflects a gain from the fair value re-measurement of the Company’s previously held equity method investment in Marsh India upon the Company increasing its ownership interest from 49% to 92%. The gain is reflected in revenue and excluded from underlying revenue calculations and adjusted operating margin.

(h)

Primarily reflects a gain on the sale of the U.K. commercial networks business that provided broking and back-office solutions for small independent brokers during the second quarter of 2021. 2020 reflects a net loss on disposal of specialty businesses sold in the U.S., U.K. and Canada. Consulting in 2020 includes a contingent gain adjustment from Mercer's U.S. large market health and defined benefit administration business sold in 2019. These amounts are reflected as an increase or decrease of other revenue, which is reflected as part of revenue in the consolidated statements of income. These items are removed from GAAP revenue in the calculation of adjusted operating margin.

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Three and Twelve Months Ended December 31

(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 in the preceding tables and the additional items listed below. Adjusted EPS is calculated by dividing the Company’s adjusted income, net of tax, by 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 month periods ended December 31, 2021 and 2020.

Three Months Ended

December 31, 2021

 

Three Months Ended

December 31, 2020

(In millions, except per share data)

Amount

 

Adjusted

EPS

 

Amount

 

Adjusted

EPS

Net income before non-controlling interests, as reported

 

 

$

807

 

 

 

 

 

 

$

379

 

 

Less: Non-controlling interest, net of tax

 

 

 

4

 

 

 

 

 

 

 

5

 

 

Subtotal

 

 

$

803

 

 

$

1.57

 

 

 

 

$

374

 

$

0.73

Operating income adjustments

$

(81

)

 

 

 

 

 

$

284

 

 

 

 

 

Investments adjustment (a)

 

(4

)

 

 

 

 

 

 

(14

)

 

 

 

 

Pension settlement charges (b)

 

3

 

 

 

 

 

 

 

3

 

 

 

 

 

Income tax effect of adjustments (c)

 

(33

)

 

 

 

 

 

 

(35

)

 

 

 

 

Impact of U.K. tax rate change (d)

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(110

)

 

 

(0.21

)

 

 

 

 

238

 

 

0.46

Adjusted income, net of tax

 

 

$

693

 

 

$

1.36

 

 

 

 

$

612

 

$

1.19

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

December 31, 2021

 

Twelve Months Ended

December 31, 2020

(In millions, except per share data)

Amount

 

Adjusted

EPS

 

Amount

 

Adjusted

EPS

Net income before non-controlling interests, as reported

 

 

$

3,174

 

 

 

 

 

 

$

2,046

 

 

Less: Non-controlling interest, net of tax

 

 

 

31

 

 

 

 

 

 

 

30

 

 

Subtotal

 

 

$

3,143

 

 

$

6.13

 

 

 

 

$

2,016

 

$

3.94

Operating income adjustments

$

(22

)

 

 

 

 

 

$

578

 

 

 

 

 

Investments adjustment (a)

 

(6

)

 

 

 

 

 

 

28

 

 

 

 

 

Pension settlement charges (b)

 

5

 

 

 

 

 

 

 

3

 

 

 

 

 

Income tax effect of adjustments (c)

 

(64

)

 

 

 

 

 

 

(85

)

 

 

 

 

Impact of U.K. tax rate change (d)

 

110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23

 

 

 

0.04

 

 

 

 

 

524

 

 

1.03

Adjusted income, net of tax

 

 

$

3,166

 

 

$

6.17

 

 

 

 

$

2,540

 

$

4.97

(a)

Represents mark-to-market (gains) losses primarily related to the Company’s investment in Alexander Forbes ("AF").

(b)

Charges resulting from lump sum pension settlements elected by participants.

(c)

For items with an income tax impact, the tax effect was calculated using an effective tax rate based on the tax jurisdiction for each item.

(d)

Reflects the re-measurement of the Company's U.K. deferred tax assets and liabilities upon enactment of legislation that increased the corporate income tax rate applicable to U.K. based entities from 19% to 25%, effective April 1, 2023.

Marsh & McLennan Companies, Inc.

Supplemental Information

Three and Twelve Months Ended December 31

(Millions) (Unaudited)

 

 

 

Three Months Ended

December 31,

 

Twelve Months Ended

December 31,

 

 

2021

 

2020

 

2021

 

2020

Consolidated

 

 

 

 

 

 

 

 

Compensation and benefits

 

$

2,905

 

$

2,650

 

$

11,425

 

$

10,129

Other operating expenses

 

 

1,246

 

 

1,195

 

 

4,083

 

 

4,029

Total expenses

 

$

4,151

 

$

3,845

 

$

15,508

 

$

14,158

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

91

 

$

108

 

$

382

 

$

390

Identified intangible amortization expense

 

 

87

 

 

86

 

 

365

 

 

351

Total

 

$

178

 

$

194

 

$

747

 

$

741

 

 

 

 

 

 

 

 

 

Stock option expense

 

$

3

 

$

3

 

$

32

 

$

28

 

 

 

 

 

 

 

 

 

Risk and Insurance Services

 

 

 

 

 

 

 

 

Compensation and benefits

 

$

1,630

 

$

1,456

 

$

6,506

 

$

5,690

Other operating expenses

 

 

752

 

 

613

 

 

2,499

 

 

2,301

Total expenses

 

$

2,382

 

$

2,069

 

$

9,005

 

$

7,991

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

44

 

$

62

 

$

196

 

$

208

Identified intangible amortization expense

 

 

73

 

 

70

 

 

309

 

 

292

Total

 

$

117

 

$

132

 

$

505

 

$

500

 

 

 

 

 

 

 

 

 

Consulting

 

 

 

 

 

 

 

 

Compensation and benefits

 

$

1,148

 

$

1,084

 

$

4,435

 

$

3,995

Other operating expenses

 

 

556

 

 

639

 

 

1,850

 

 

1,987

Total expenses

 

$

1,704

 

$

1,723

 

$

6,285

 

$

5,982

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$

28

 

$

29

 

$

115

 

$

115

Identified intangible amortization expense

 

 

14

 

 

16

 

 

56

 

 

59

Total

 

$

42

 

$

45

 

$

171

 

$

174

 

Marsh & McLennan Companies, Inc.

Consolidated Balance Sheets

(Millions) (Unaudited)

 

 

 

December 31,

2021

 

December 31,

2020

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,752

 

 

$

2,089

 

Net receivables

 

 

5,586

 

 

 

5,326

 

Other current assets

 

 

926

 

 

 

740

 

Total current assets

 

 

8,264

 

 

 

8,155

 

 

 

 

 

 

Goodwill and intangible assets

 

 

19,127

 

 

 

18,216

 

Fixed assets, net

 

 

847

 

 

 

856

 

Pension related assets

 

 

2,270

 

 

 

1,768

 

Right of use assets

 

 

1,868

 

 

 

1,894

 

Deferred tax assets

 

 

551

 

 

 

702

 

Other assets

 

 

1,461

 

 

 

1,458

 

TOTAL ASSETS

 

$

34,388

 

 

$

33,049

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Short-term debt

 

$

17

 

 

$

517

 

Accounts payable and accrued liabilities

 

 

3,165

 

 

 

3,050

 

Accrued compensation and employee benefits

 

 

2,942

 

 

 

2,400

 

Current lease liabilities

 

 

332

 

 

 

342

 

Accrued income taxes

 

 

198

 

 

 

247

 

Total current liabilities

 

 

6,654

 

 

 

6,556

 

 

 

 

 

 

Fiduciary liabilities

 

 

9,622

 

 

 

8,585

 

Less - cash and cash equivalents held in a fiduciary capacity

 

 

(9,622

)

 

 

(8,585

)

 

 

 

 

 

 

 

Long-term debt

 

 

10,933

 

 

 

10,796

 

Pension, post-retirement and post-employment benefits

 

 

1,632

 

 

 

2,662

 

Long-term lease liabilities

 

 

1,880

 

 

 

1,924

 

Liabilities for errors and omissions

 

 

355

 

 

 

366

 

Other liabilities

 

 

1,712

 

 

 

1,485

 

 

 

 

 

 

Total equity

 

 

11,222

 

 

 

9,260

 

TOTAL LIABILITIES AND EQUITY

 

$

34,388

 

 

$

33,049

 

Marsh & McLennan Companies, Inc.

Consolidated Statements of Cash Flows (a)

(Millions) (Unaudited)

 

 

For the Years Ended

 

December 31,

 

2021

2020

Operating cash flows:

 

 

Net income before non-controlling interests

$

3,174

 

$

2,046

 

Adjustments to reconcile net income to cash provided by operations:

 

 

Depreciation and amortization

 

747

 

 

741

 

Non cash lease expense

 

327

 

 

355

 

Gain on consolidation of entity

 

(267

)

 

 

Share-based compensation expense

 

348

 

 

290

 

Net (gain) loss on investments, disposition of assets and other

 

(130

)

 

64

 

 

Changes in assets and liabilities:

 

 

Accrued compensation and employee benefits

 

527

 

 

207

 

Net receivables

 

(252

)

 

(75

)

Other changes to assets and liabilities

 

(199

)

 

429

 

Contributions to pension and other benefit plans in excess of current year credit

 

(372

)

 

(356

)

Operating lease liabilities

 

(349

)

 

(351

)

Effect of exchange rate changes

 

(38

)

 

32

 

Net cash provided by operations

 

3,516

 

 

3,382

 

Financing cash flows:

 

 

Purchase of treasury shares

 

(1,159

)

 

 

Borrowings from term-loan and credit facilities

 

 

 

1,000

 

Proceeds from issuance of debt

 

743

 

 

737

 

Repayments of debt

 

(1,016

)

 

(2,515

)

Net issuance of common stock from treasury shares

 

60

 

 

 

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

 

(82

)

 

(159

)

Dividends paid

 

(1,026

)

 

(943

)

Increase in fiduciary liabilities

 

1,183

 

 

955

 

Net cash used for financing activities

 

(1,297

)

 

(925

)

Investing cash flows:

 

 

Capital expenditures

 

(406

)

 

(348

)

Net sales of long-term investments and other

 

17

 

 

104

 

Dispositions

 

84

 

 

98

 

Acquisitions, net of cash and cash held in a fiduciary capacity acquired

 

(859

)

 

(647

)

Net cash used for investing activities

 

(1,164

)

 

(793

)

Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

 

(355

)

 

511

 

Increase in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

 

700

 

 

2,175

 

Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of period

 

10,674

 

 

8,499

 

Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of period

$

11,374

 

$

10,674

 

 
 

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets

For the Years Ended December 31,

2021

2020

(In millions of dollars)

Cash and cash equivalents

$

1,752

 

$

2,089

 

Cash and cash equivalents held in a fiduciary capacity

 

9,622

 

 

8,585

 

Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

$

11,374

 

$

10,674

 

 

(a) The Company revised the Statements of Cash Flows presentation to include cash and cash equivalents held in a fiduciary capacity as a component of total cash, presented as cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity. The Company revised the 2020 presentation for comparable purposes.

 

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