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0000062709false00000627092023-07-202023-07-200000062709mmc:XNYSMember2023-07-202023-07-200000062709mmc:XCHIMember2023-07-202023-07-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported)
July 20, 2023
Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
MarshMcLennan logo.jpg

Delaware 1-5998 36-2668272
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1166 Avenue of the Americas, New York, NY 10036
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (212) 345-5000
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of exchange on which registered
Common Stock, par value $1.00 per share MMC New York Stock Exchange
Chicago Stock Exchange
London Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐





Item 2.02        Results of Operations and Financial Condition
 
    On July 20, 2023, Marsh & McLennan Companies, Inc. issued a press release reporting financial results for the second quarter ended June 30, 2023, and announcing that a conference call to discuss such results will be held at 8:30 a.m. Eastern time on July 20, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. For purposes of Section 18 of the Securities Exchange Act of 1934, the press release is deemed furnished not filed.

 
Item 9.01        Financial Statements and Exhibits
 
(d)        Exhibits
 
99.1      Press release issued by Marsh & McLennan Companies, Inc. on July 20, 2023.


 

 
2




SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
  MARSH & McLENNAN COMPANIES, INC.
     
  By: /s/ Connor Kuratek
  Name: Connor Kuratek
  Title: Deputy General Counsel &
Corporate Secretary
   
 
 
Date:    July 20, 2023
3




EXHIBIT INDEX
 
 
Exhibit No.           Exhibit
 
4
EX-99.1 2 mmc2q2023ex991newsrelease.htm PRESS RELEASE JUNE 30, 2023 Document

marshmclennanlogoa.jpg
Marsh McLennan
1166 Avenue of the Americas
New York, New York 10036-2774
212 345 5000
www.marshmclennan.com

NEWS RELEASE
Exhibit 99.1

MARSH McLENNAN REPORTS SECOND QUARTER 2023 RESULTS
GAAP Revenue Increases 9%; Underlying Revenue Rises 11%
Growth in GAAP Operating Income of 7% and Adjusted Operating Income of 17%
Second Quarter GAAP EPS Rises 8% to $2.07 and Adjusted EPS Increases 16% to $2.20
Six Months GAAP EPS Rises 13% to $4.55 and Adjusted EPS Increases 13% to $4.74

NEW YORK, July 20, 2023 – 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 second quarter ended June 30, 2023.
Commenting on the results, John Doyle, President and CEO, said: "We delivered another excellent quarter, demonstrating continued momentum and strength across our business. We generated underlying revenue growth of 11%, adjusted EPS growth of 16%, and we continued to expand margins."
"I am proud of our performance in the first half of 2023. Our results reflect the strength of our position, the value we deliver to our clients, and terrific execution by our colleagues."
Consolidated Results
Consolidated revenue in the second quarter of 2023 was $5.9 billion, an increase of 9% compared with the second quarter of 2022. On an underlying basis, revenue increased 11%. Operating income was $1.5 billion, an increase of 7% from a year ago. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 17% to $1.5 billion. Net income attributable to the Company was $1.0 billion, or $2.07 per diluted share, compared with $1.91 in the second quarter of 2022. Adjusted earnings per share rose 16% to $2.20 per diluted share compared with $1.89 a year ago.
For the six months ended June 30, 2023, consolidated revenue was $11.8 billion, an increase of 8%, or 10% on an underlying basis compared to the prior period. Operating income was $3.2 billion, an increase of 13% from the prior year period. Adjusted operating income rose 15% to $3.3 billion.
1


Net income attributable to the Company was $2.3 billion, or $4.55 per diluted share, compared with $4.01 in the first six months of 2022. Adjusted earnings per share increased 13% to $4.74 per diluted share compared with $4.19 for the first six months of 2022.
Risk & Insurance Services
Risk & Insurance Services revenue was $3.7 billion in the second quarter of 2023, an increase of 12%, or 13% on an underlying basis. Operating income rose 20% to $1.2 billion, and adjusted operating income was $1.2 billion, an increase of 18% versus a year ago. For the six months ended June 30, 2023, revenue was $7.6 billion, an increase of 11%, or 12% on an underlying basis. Operating income rose 22% to $2.6 billion, and adjusted operating income was $2.6 billion, an increase of 17% versus a year ago.
Marsh's revenue in the second quarter was $3.0 billion, an increase of 10% on an underlying basis. In U.S./Canada, underlying revenue rose 9%. International operations produced underlying revenue growth of 10%, reflecting 17% growth in Latin America, 11% growth in EMEA, and 6% growth in Asia Pacific. For the six months ended June 30, 2023, Marsh’s underlying revenue growth was 9%.
Guy Carpenter's revenue in the second quarter was $576 million, an increase of 11% on an underlying basis. For the six months ended June 30, 2023, Guy Carpenter’s underlying revenue growth was 10%.
Consulting
Consulting revenue was $2.2 billion in the second quarter of 2023, an increase of 4%, or 8% on an underlying basis. Operating income decreased 18% to $388 million, while adjusted operating income increased 9% to $403 million. For the first six months ended June 30, 2023, revenue was $4.2 billion, an increase of 3%, or 6% on an underlying basis. Operating income of $799 million decreased 8%, while adjusted operating income increased 5% to $809 million.
Mercer's revenue in the second quarter was $1.4 billion, an increase of 6% on an underlying basis. Health revenue of $518 million increased 10% on an underlying basis. Wealth revenue of $637 million increased 3% on an underlying basis. Career revenue of $219 million increased 6% on an underlying basis. For the six months ended June 30, 2023, Mercer’s revenue was $2.7 billion, an increase of 7% on an underlying basis.
Oliver Wyman’s revenue in the second quarter was $798 million, an increase of 11% on an underlying basis. For the six months ended June 30, 2023, Oliver Wyman’s revenue was $1.5 billion, an increase of 6% on an underlying basis.

2


Other Items
The Company repurchased 1.7 million shares of stock for $300 million in the second quarter of 2023. Through six months ended June 30, 2023, the Company has repurchased 3.5 million shares of stock for $600 million.
Last week, the Board of Directors increased the quarterly dividend 20% to $0.710 per share, with the third quarter dividend payable on August 15, 2023.
Conference Call
A conference call to discuss second quarter 2023 results will be held today at 8:30 a.m. Eastern time. The live audio webcast may be accessed at marshmclennan.com. A replay of the webcast will be available approximately two hours after the event. The webcast is listen-only. Those interested in participating in the question-and-answer session may register here to receive the dial-in numbers and unique PIN to access the call.
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 more than 85,000 colleagues advise clients in 130 countries. With annual revenue of over $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 or follow us on LinkedIn and Twitter.
3


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 geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from conflicts such as the war in Ukraine, slower GDP growth or recession, capital markets volatility, instability in the banking sector and inflation;
•the increasing prevalence of ransomware, supply chain and other forms of cyber attacks, and their potential to disrupt our operations, or the operations of our third party vendors, and result in the disclosure of confidential client or company information;
•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, including claims related to our investment business’ ability to execute timely trades;
•the financial and operational impact of complying with laws and regulations, including domestic and international sanctions regimes, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti Bribery Act and cybersecurity and data privacy regulations;
•our ability to attract, retain and develop industry leading talent;
•our ability to compete effectively and adapt to competitive pressures in each of our businesses, including from disintermediation as well as technological change, digital disruption and other types of innovation;
•our ability to manage potential conflicts of interest, including where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests;
•the impact of changes in tax laws, guidance and interpretations, such as the implementation of the Organization for Economic Cooperation and Development international tax framework, 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 (collectively, the "Company") 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 the Company, 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.







4


Marsh & McLennan Companies, Inc.
Consolidated Statements of Income
(In millions, except per share data)
(Unaudited) 
  Three Months Ended
 June 30,
Six Months Ended June 30,
  2023 2022 2023 2022
Revenue $ 5,876  $ 5,379  $ 11,800  $ 10,928 
Expense:  
Compensation and benefits 3,337  3,010  6,544  6,110 
Other operating expenses 1,082  1,005  2,073  2,009 
     Operating expenses
4,419  4,015  8,617  8,119 
Operating income 1,457  1,364  3,183  2,809 
Other net benefit credits 60  59  118  121 
Interest income 10  24 
Interest expense (146) (114) (282) (224)
Investment income 28 
Income before income taxes 1,384  1,312  3,048  2,736 
Income tax expense 337  334  749  672 
Net income before non-controlling interests 1,047  978  2,299  2,064 
Less: Net income attributable to non-controlling interests 12  11  29  26 
Net income attributable to the Company $ 1,035  $ 967  $ 2,270  $ 2,038 
Net income per share attributable to the Company:
- Basic $ 2.09  $ 1.93  $ 4.59  $ 4.06 
- Diluted $ 2.07  $ 1.91  $ 4.55  $ 4.01 
Average number of shares outstanding:
- Basic 495  501  495  502 
- Diluted 499  506  499  508 
Shares outstanding at June 30 494  499  494  499 
5


Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Three Months Ended June 30
(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 over period comparisons of revenue. Non-GAAP underlying revenue measures the change in revenue from one period to the next by isolating these impacts.
      Components of Revenue Change*
  Three Months Ended June 30, % Change
GAAP Revenue*
Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP
Underlying Revenue
  2023 2022
Risk and Insurance Services          
Marsh $ 3,038  $ 2,778  % (1) % % 10  %
Guy Carpenter 576  522  10  % (1) % 11  %
     Subtotal 3,614  3,300  % (1) % % 10  %
Fiduciary interest income 108  13 
     Total Risk and Insurance Services 3,722  3,313  12  % (1) % % 13  %
Consulting  
Mercer 1,374  1,389  (1) % (1) % (6) % %
Oliver Wyman Group 798  695  15  % % 11  %
     Total Consulting 2,172  2,084  % (3) % %
Corporate Eliminations (18) (18)
     Total Revenue $ 5,876  $ 5,379  % (1) % (1) % 11  %
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
      Components of Revenue Change*
  Three Months Ended June 30, % Change
GAAP Revenue*
Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP
Underlying Revenue
  2023 2022
Marsh:          
EMEA (a) $ 858  $ 780  10  % (1) % 11  %
Asia Pacific (a) 357  347  % (4) % % %
Latin America 137  118  15  % (1) % 17  %
     Total International 1,352  1,245  % (2) % 10  %
U.S./Canada 1,686  1,533  10  % % %
     Total Marsh $ 3,038  $ 2,778  % (1) % % 10  %
Mercer:  
Wealth $ 637  $ 597  % (1) % % %
Health 518  587  (12) % (19) % 10  %
Career 219  205  % (1) % % %
     Total Mercer $ 1,374  $ 1,389  (1) % (1) % (6) % %
(a)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA. Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.
* Rounded to whole percentages. Components of revenue may not add due to rounding.
** Acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables included in this release.

6


Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Six Months Ended June 30
(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 over period comparisons of revenue. Non-GAAP underlying revenue measures the change in revenue from one period to the next by isolating these impacts.
      Components of Revenue Change*
  Six Months Ended
 June 30,
% Change
GAAP Revenue*
Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP
Underlying Revenue
  2023 2022
Risk and Insurance Services          
Marsh $ 5,782  $ 5,324  % (2) % % %
Guy Carpenter 1,647  1,521  % (1) % 10  %
     Subtotal 7,429  6,845  % (2) % % %
Fiduciary interest income 199  17 
     Total Risk and Insurance Services 7,628  6,862  11  % (2) % % 12  %
Consulting  
Mercer 2,718  2,732  (1) % (2) % (5) % %
Oliver Wyman Group 1,485  1,362  % (1) % % %
     Total Consulting 4,203  4,094  % (2) % (2) % %
Corporate Eliminations (31) (28)
     Total Revenue $ 11,800  $ 10,928  % (2) % 10  %
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
      Components of Revenue Change*
  Six Months Ended
 June 30,
% Change
GAAP Revenue*
Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP
Underlying Revenue
  2023 2022
Marsh:          
EMEA (a) $ 1,790  $ 1,649  % (3) % % 10  %
Asia Pacific (a) 669  641  % (5) % % %
Latin America 252  222  13  % 14  %
     Total International 2,711  2,512  % (3) % % 10  %
U.S./Canada 3,071  2,812  % % %
     Total Marsh $ 5,782  $ 5,324  % (2) % % %
Mercer:  
Wealth $ 1,218  $ 1,214  (3) % %
Health 1,063  1,111  (4) % (1) % (12) % 11  %
Career 437  407  % (3) % % %
     Total Mercer $ 2,718  $ 2,732  (1) % (2) % (5) % %
(a)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA. Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.
* Rounded to whole percentages. Components of revenue may not add due to rounding.
** Acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables included in this release.
7


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three Months Ended June 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 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 and item 10(e) Regulation S-K in accordance with the Securities Exchange Act of 1934. These measures are: non-GAAP revenue, 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 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 six months ended June 30, 2023 and 2022. The following tables also present adjusted operating margin. For the three and six months ended June 30, 2023 and 2022, adjusted operating margin is calculated by dividing the sum of adjusted operating income and identified intangible asset amortization by consolidated or segment adjusted revenue. The Company's adjusted revenue used in the determination of adjusted operating margin is calculated by excluding the impact of certain noteworthy items from the Company's GAAP revenue.
Risk & Insurance Services Consulting Corporate/
Eliminations
Total
Three Months Ended June 30, 2023        
Operating income (loss) $ 1,157 $ 388 $ (88) $ 1,457
Operating margin 31.1  % 17.9  % N/A 24.8  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 28 7 27  62
Changes in contingent consideration (b) 10 —  10
JLT integration and restructuring costs (c) 3 —  3
Acquisition related costs (d)
10 —  10
Disposal of business (2) —  (2)
Operating income adjustments 41 15 27  83
Adjusted operating income (loss) $ 1,198 $ 403 $ (61) $ 1,540
Total identified intangible amortization expense $ 73 $ 14 $ —  $ 87
Adjusted operating margin 34.2  % 19.2  % N/A 27.7  %
       
Three Months Ended June 30, 2022
Operating income (loss) $ 967 $ 475 $ (78) $ 1,364
Operating margin 29.2  % 22.8  % N/A 25.4  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 11 4 13  28
Changes in contingent consideration (b) 12 5 —  17
JLT acquisition-related costs (e) 11 14
JLT legacy legal charges (f)
11 (1) —  10
Disposal of business (g) (112) —  (112)
Deconsolidation of Russian businesses and other related charges 2 (2) — 
Operating income adjustments 47 (106) 16  (43)
Adjusted operating income (loss) $ 1,014 $ 369 $ (62) $ 1,321
Total identified intangible amortization expense $ 71 $ 12 $ —  $ 83
Adjusted operating margin 32.8  % 19.3  % N/A 26.7  %
(a)In 2023, costs primarily include severance and lease exit charges for activities focused on workforce actions, rationalization of technology and functional resources, and reductions in real estate.
(b)Change in fair value of contingent consideration related to acquisitions and dispositions measured each quarter.
(c)Reflects adjustments to restructuring liabilities for future rent under non-cancelable leases for a legacy JLT U.K. location.
(d)Integration costs for the Westpac superannuation fund transaction in Australia, which closed on April 1, 2023.
(e)Retention costs related to the acquisition of JLT.
(f)Charges and recoveries related to legacy JLT legal matters.
(g)Reflects a gain of $112 million on the sale of the Mercer U.S. affinity business in the second quarter of 2022. This amount is included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin.
8


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Six Months Ended June 30
(Millions) (Unaudited)

Risk & Insurance Services Consulting Corporate/
Eliminations
Total
Six Months Ended June 30, 2023        
Operating income (loss) $ 2,552  $ 799  $ (168) $ 3,183 
Operating margin 33.5  % 19.0  % N/A 27.0  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 47  16  39  102 
Changes in contingent consideration (b) 16  —  17 
JLT integration and restructuring costs (c) 16  —  —  16 
JLT legacy legal charges (d)
—  (51) —  (51)
Disposal of business (e) —  17  —  17 
Acquisition related costs (f)
—  27  —  27 
Operating income adjustments 79  10  39  128 
Adjusted operating income (loss) $ 2,631  $ 809  $ (129) $ 3,311 
Total identified intangible amortization expense $ 147  $ 25  $ —  $ 172 
Adjusted operating margin 36.4  % 19.8  % N/A 29.5  %
Six Months Ended June 30, 2022        
Operating income (loss) $ 2,088  $ 867  $ (146) $ 2,809 
Operating margin 30.4  % 21.2  % N/A 25.7  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 20  20  46 
Changes in contingent consideration (b) 22  —  27 
JLT integration and restructuring costs (c) 12 
JLT legacy legal charges (d)
14  (11) — 
Disposal of business (e) —  (112) —  (112)
JLT acquisition-related costs (g) 20  24 
Legal claims (h)
30  —  —  30 
Deconsolidation of Russian businesses and other related charges (i) 42  10  —  52 
Operating income adjustments 154  (96) 24  82 
Adjusted operating income (loss) $ 2,242  $ 771  $ (122) $ 2,891 
Total identified intangible amortization expense $ 149  $ 25  $ —  $ 174 
Adjusted operating margin 34.7  % 19.9  % N/A 28.2  %
(a)In 2023, costs primarily include severance and lease exit charges for activities focused on workforce actions, rationalization of technology and functional resources, and reductions in real estate. Costs also reflect charges for Marsh's operational excellence program.
(b)Change in fair value of contingent consideration related to acquisitions and dispositions measured each quarter.
(c)Reflects adjustments to restructuring liabilities for future rent under non-cancelable leases for a legacy JLT U.K. location.
(d)Reflects insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.
(e)Loss on sale of an individual financial advisory business in Canada. The second quarter of 2022 reflects a gain of $112 million on the sale of the Mercer U.S. affinity business. These amounts are included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin.
(f)Integration costs for the Westpac superannuation fund transaction in Australia, which closed on April 1, 2023.
(g)Retention costs related to the acquisition of JLT.
(h)Settlement charges and legal costs related to strategic recruiting.
(i)Loss on deconsolidation of Russian businesses and other related charges. The loss on deconsolidation of $39 million is included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin. The remaining expense charges of $13 million are included in other operating expenses in the consolidated statements of income.



9


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three and Six Months Ended June 30
(In millions, except per share data)
(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 the 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 six months ended June 30, 2023 and 2022.
Three Months Ended
June 30, 2023
Three Months Ended
June 30, 2022
Amount Adjusted EPS Amount Adjusted EPS
Net income before non-controlling interests, as reported $ 1,047  $ 978 
Less: Non-controlling interest, net of tax 12  11 
Subtotal $ 1,035  $ 2.07  $ 967  $ 1.91 
Operating income adjustments $ 83  $ (43)
Investments adjustment (1)
Pension settlement adjustment — 
Income tax effect of adjustments (a) (17) 33 
65  0.13  (8) (0.02)
Adjusted income, net of tax $ 1,100  $ 2.20  $ 959  $ 1.89 
Six Months Ended
June 30, 2023
Six Months Ended
June 30, 2022
Amount Adjusted EPS Amount Adjusted EPS
Net income before non-controlling interests, as reported $ 2,299  $ 2,064 
Less: Non-controlling interest, net of tax 29  26 
Subtotal $ 2,270  $ 4.55  $ 2,038  $ 4.01 
Operating income adjustments $ 128  $ 82 
Investments adjustment (8)
Pension settlement adjustment — 
Income tax effect of adjustments (a) (33) 15 
96  0.19  90  0.18 
Adjusted income, net of tax $ 2,366  $ 4.74  $ 2,128  $ 4.19 
(a)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.

10


Marsh & McLennan Companies, Inc.
Supplemental Information
Three and Six Months Ended June 30
(Millions) (Unaudited)
Three Months Ended
 June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
Consolidated
Compensation and benefits $ 3,337  $ 3,010  $ 6,544  $ 6,110 
Other operating expenses 1,082  1,005  2,073  2,009 
Total expenses $ 4,419  $ 4,015  $ 8,617  $ 8,119 
Depreciation and amortization expense $ 91  $ 85  $ 175  $ 174 
Identified intangible amortization expense 87  83  172  174 
Total $ 178  $ 168  $ 347  $ 348 
Risk and Insurance Services
Compensation and benefits $ 1,923  $ 1,750  $ 3,803  $ 3,551 
Other operating expenses 642  596  1,273  1,223 
Total expenses $ 2,565  $ 2,346  $ 5,076  $ 4,774 
Depreciation and amortization expense $ 49  $ 40  $ 86  $ 83 
Identified intangible amortization expense 73  71  147  149 
Total $ 122  $ 111  $ 233  $ 232 
 
Consulting
Compensation and benefits $ 1,271  $ 1,145  $ 2,439  $ 2,309 
Other operating expenses 513  464  965  918 
Total expenses $ 1,784  $ 1,609  $ 3,404  $ 3,227 
Depreciation and amortization expense $ 27  $ 27  $ 48  $ 53 
Identified intangible amortization expense 14  12  25  25 
Total $ 41  $ 39  $ 73  $ 78 



11


Marsh & McLennan Companies, Inc.
Consolidated Balance Sheets
(Millions)
(Unaudited)
June 30, 2023
December 31, 2022
ASSETS    
Current assets:    
Cash and cash equivalents $ 1,171  $ 1,442 
Cash and cash equivalents held in a fiduciary capacity (a) 11,564  10,660 
Net receivables 6,986  5,852 
Other current assets 1,081  1,005 
Total current assets 20,802  18,959 
Goodwill and intangible assets 19,129  18,788 
Fixed assets, net 870  871 
Pension related assets 2,331  2,127 
Right of use assets 1,569  1,562 
Deferred tax assets 365  358 
Other assets 1,500  1,449 
TOTAL ASSETS $ 46,566  $ 44,114 
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt $ 2,375  $ 268 
Accounts payable and accrued liabilities 3,137  3,278 
Accrued compensation and employee benefits 2,021  3,095 
Current lease liabilities 309  310 
Accrued income taxes 407  221 
Fiduciary liabilities (a) 11,564  10,660 
Total current liabilities 19,813  17,832 
Long-term debt 10,247  11,227 
Pension, post-retirement and post-employment benefits 866  921 
Long-term lease liabilities 1,699  1,667 
Liabilities for errors and omissions 364  355 
Other liabilities 1,438  1,363 
Total equity 12,139  10,749 
TOTAL LIABILITIES AND EQUITY $ 46,566  $ 44,114 
(a)In the second quarter of 2023, the Company changed the presentation of fiduciary assets and liabilities on the consolidated balance sheets. Cash and cash equivalents held in a fiduciary capacity was reclassified from an offset to fiduciary liabilities to current assets, with the corresponding fiduciary liabilities reclassified to current liabilities. The presentation in the December 31, 2022 consolidated balance sheet was conformed to the current presentation.

12


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

Six Months Ended
June 30,
2023 2022
Operating cash flows:
Net income before non-controlling interests $ 2,299  $ 2,064 
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization 347  348 
Non-cash lease expense 143  152 
Deconsolidation of Russian businesses —  39 
Share-based compensation expense 191  194 
Net gain on investments, disposition of assets and other (9) (130)
Changes in assets and liabilities:
Accrued compensation and employee benefits (1,101) (992)
Provision for taxes, net of payments and refunds 245  235 
Net receivables (1,029) (978)
Other changes to assets and liabilities (98) 40 
Contributions to pension and other benefit plans in excess of current year credit (164) (226)
Operating lease liabilities (159) (166)
Net cash provided by operations 665  580 
Financing cash flows:
Purchase of treasury shares (600) (1,100)
Borrowings from term-loan and credit facilities 200  — 
Net proceeds from issuance of commercial paper 308  944 
Proceeds from issuance of debt 589  — 
Repayments of debt (8) (8)
Net issuance of common stock from treasury shares (21) (115)
Net distributions of non-controlling interests and deferred/contingent consideration (332) (104)
Dividends paid (591) (547)
Change in fiduciary liabilities 682  1,428 
Net cash provided by financing activities 227  498 
Investing cash flows:
Capital expenditures (185) (239)
Net purchases of long term investments and other (23) (3)
Sales of long term investments 16  — 
Dispositions (17) 135 
Acquisitions, net of cash and cash held in a fiduciary capacity acquired (292) (151)
Net cash used for investing activities (501) (258)
Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity 242  (755)
Increase in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity 633  65 
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of period 12,102  11,374 
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of period $ 12,735  $ 11,439 

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets
Balance at June 30, 2023 2022
(In millions)
Cash and cash equivalents $ 1,171  $ 909 
Cash and cash equivalents held in a fiduciary capacity 11,564  10,530 
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity $ 12,735  $ 11,439 
13


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three Months Ended June 30
(Millions) (Unaudited)
Non-GAAP revenue isolates the impact of foreign exchange rate movements and certain transaction-related items from the current period GAAP revenue. The non-GAAP revenue measure is presented on a constant currency basis, excluding the impact of foreign currency fluctuations. The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue and are consistently excluded from current and prior period GAAP revenues for comparability purposes. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The following table provides the reconciliation of GAAP revenue to non-GAAP revenue:
2023 2022
Three Months Ended June 30,
GAAP Revenue Currency Impact Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue GAAP Revenue Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue
Risk and Insurance Services
Marsh $ 3,038  $ 26  $ (24) $ 3,040  $ 2,778  $ (5) $ 2,773 
Guy Carpenter 576  (1) 580  522  —  522 
Subtotal 3,614  31  (25) 3,620  3,300  (5) 3,295 
Fiduciary interest income 108  —  —  108  13  —  13 
 Total Risk and Insurance Services 3,722  31  (25) 3,728  3,313  (5) 3,308 
Consulting
Mercer (a) 1,374  11  (4) 1,381  1,389  (86) 1,303 
Oliver Wyman Group 798  (2) (26) 770  695  —  695 
  Total Consulting 2,172  (30) 2,151  2,084  (86) 1,998 
Corporate Eliminations (18) —  —  (18) (18) —  (18)
   Total Revenue $ 5,876  $ 40  $ (55) $ 5,861  $ 5,379  $ (91) $ 5,288 
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
2023 2022
Three Months Ended June 30,
GAAP Revenue Currency Impact Acquisitions/Dispositions/
Other Impact
Non-GAAP Revenue GAAP Revenue Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue
Marsh:
EMEA (b) $ 858  $ $ (1) $ 862  $ 780  $ (5) $ 775 
Asia Pacific (b) 357  14  (2) 369  347  —  347 
Latin America 137  —  138  118  —  118 
Total International 1,352  20  (3) 1,369  1,245  (5) 1,240 
U.S./Canada 1,686  (21) 1,671  1,533  —  1,533 
Total Marsh $ 3,038  $ 26  $ (24) $ 3,040  $ 2,778  $ (5) $ 2,773 
Mercer:
Wealth (a) $ 637  $ $ (1) $ 643  $ 597  $ 26  $ 623 
Health (a) 518  —  520  587  (112) 475 
Career 219  (3) 218  205  —  205 
Total Mercer $ 1,374  $ 11  $ (4) $ 1,381  $ 1,389  $ (86) $ 1,303 
(a)Acquisitions, dispositions, and other in 2022 includes revenue from the Westpac superannuation fund transaction in Wealth and a gain from the sale of the Mercer U.S. affinity business of $112 million in Health.
(b)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA. Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.
14


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Six Months Ended June 30
(Millions) (Unaudited)
The following table provides the reconciliation of GAAP revenue to Non-GAAP revenue:

2023 2022
Six Months Ended June 30, GAAP Revenue Currency Impact Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue GAAP Revenue Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue
Risk and Insurance Services
Marsh (a) $ 5,782  $ 97  $ (48) $ 5,831  $ 5,324  $ 17  $ 5,341 
Guy Carpenter 1,647  23  (15) 1,655  1,521  (19) 1,502 
Subtotal 7,429  120  (63) 7,486  6,845  (2) 6,843 
Fiduciary interest income 199  —  201  17  —  17 
 Total Risk and Insurance Services 7,628  122  (63) 7,687  6,862  (2) 6,860 
Consulting
Mercer (b) 2,718  61  15  2,794  2,732  (113) 2,619 
Oliver Wyman Group (a) 1,485  14  (50) 1,449  1,362  11  1,373 
   Total Consulting 4,203  75  (35) 4,243  4,094  (102) 3,992 
Corporate Eliminations (31) —  —  (31) (28) —  (28)
   Total Revenue $ 11,800  $ 197  $ (98) $ 11,899  $ 10,928  $ (104) $ 10,824 
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
2023 2022
Six Months Ended June 30, GAAP Revenue Currency Impact Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue GAAP Revenue Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue
Marsh:
EMEA (a) (c) $ 1,790  $ 55  $ (4) $ 1,841  $ 1,649  $ 17  $ 1,666 
Asia Pacific (c) 669  29  (3) 695  641  —  641 
Latin America 252  —  253  222  —  222 
Total International 2,711  85  (7) 2,789  2,512  17  2,529 
U.S./Canada 3,071  12  (41) 3,042  2,812  —  2,812 
Total Marsh $ 5,782  $ 97  $ (48) $ 5,831  $ 5,324  $ 17  $ 5,341 
Mercer:
Wealth (b) $ 1,218  $ 35  $ 20  $ 1,273  $ 1,214  $ 24  $ 1,238 
Health (b) 1,063  16  (1) 1,078  1,111  (137) 974 
Career 437  10  (4) 443  407  —  407 
Total Mercer $ 2,718  $ 61  $ 15  $ 2,794  $ 2,732  $ (113) $ 2,619 
(a)Acquisitions, dispositions and other in 2022 includes the loss on deconsolidation of the Company's Russian businesses at Marsh of $27 million and Oliver Wyman Group of $12 million.
(b)Acquisitions, dispositions, and other in 2022 includes revenue from the Westpac superannuation fund transaction in Wealth and a gain from the sale of the Mercer U.S. affinity business of $112 million in Health. Results for 2023 in Wealth include the loss on sale of an individual financial advisory business in Canada of $17 million.
(c)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA. Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.

15