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0000062709false00000627092024-01-252024-01-250000062709mmc:XNYSMember2024-01-252024-01-250000062709mmc:XCHIMember2024-01-252024-01-25

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) January 25, 2024
  
Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in 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))
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

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.
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Item 2.02        Results of Operations and Financial Condition
 
    On January 25, 2024, Marsh & McLennan Companies, Inc. issued a press release reporting financial results for the fourth quarter and full year ended December 31, 2023, and announcing that a conference call to discuss such results will be held at 8:30 a.m. Eastern time on January 25, 2024. 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 January 25, 2024.
3




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:      January 25, 2024
4




EXHIBIT INDEX
 
 
Exhibit No.           Exhibit
5
EX-99.1 2 mmc4q2023ex991newsrelease.htm PRESS RELEASE DECEMBER 31, 2023 Document



marshmclennanlogo.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 FOURTH QUARTER AND FULL-YEAR 2023 RESULTS
Full-Year Revenue Growth of 10%; Underlying Revenue Growth of 9%
Full-Year GAAP Operating Income Increases 23%; Adjusted Operating Income Increases 17%
Full-Year GAAP EPS of $7.53; Adjusted EPS Increases 17% to $7.99
Fourth Quarter GAAP EPS of $1.52; Adjusted EPS Increases 14% to $1.68

NEW YORK, January 25, 2024 – 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, 2023.
John Doyle, President and CEO, said: "Our fourth quarter results highlight a strong finish to another outstanding year for Marsh McLennan. For the full year, we generated 9% underlying revenue growth, 17% adjusted EPS growth and 130 basis points of margin expansion, marking our 16th consecutive year of reported margin expansion. In addition, we continued to make substantial organic and inorganic investments in our business with significant acquisition activity in 2023."
"Our results and investments have us well positioned for 2024 as we remain focused on supporting our clients and helping them thrive."
Consolidated Results
Consolidated revenue in the fourth quarter of 2023 was $5.6 billion, an increase of 11% compared with the fourth quarter of 2022, or an increase of 7% on an underlying basis. Operating income was $1.1 billion. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 16% to $1.2 billion. Net income attributable to the Company was $756 million. Earnings per share increased 63% to $1.52. Adjusted earnings per share increased 14% to $1.68.
1


For the full year 2023, revenue was $22.7 billion, an increase of 10% compared with 2022, or 9% on an underlying basis. Operating income was $5.3 billion, and adjusted operating income rose 17% to $5.6 billion. Net income attributable to the Company was $3.8 billion. Earnings per share increased 25% to $7.53. Adjusted earnings per share increased 17% to $7.99.
Risk & Insurance Services
Risk & Insurance Services revenue was $3.3 billion in the fourth quarter of 2023, an increase of 11%, or 8% on an underlying basis. Operating income was $753 million, compared with $472 million in the fourth quarter of 2022. Adjusted operating income increased 15% to $791 million. For the year 2023, revenue was $14.1 billion, an increase of 11% on both a GAAP and an underlying basis. Operating income was $3.9 billion. Adjusted operating income rose 17% to $4.1 billion.
Marsh's revenue in the fourth quarter of 2023 was $2.9 billion, an increase of 7%, or 6% on an underlying basis. In U.S./Canada, underlying revenue rose 5%. International operations produced underlying revenue growth of 7%, reflecting 11% in Latin America, 10% in Asia Pacific, and 5% in EMEA. For the year 2023, Marsh’s revenue growth was 8% on both a GAAP and underlying basis.
Guy Carpenter's fourth quarter revenue was $252 million, an increase of 48%, or 9% on an underlying basis. For the year 2023, Guy Carpenter’s revenue grew 12% compared to a year ago, or 10% on an underlying basis.
Consulting
Consulting revenue was $2.3 billion in the fourth quarter of 2023, an increase of 10%, or 7% on an underlying basis. Operating income increased 32% to $443 million, compared with $336 million in the fourth quarter of 2022. Adjusted operating income was $480 million, an increase of 18% compared with $407 million in the fourth quarter of 2022. For the year 2023, revenue was $8.7 billion, an increase of 7% on both a GAAP and underlying basis. Operating income was $1.7 billion. Adjusted operating income increased 13% to $1.7 billion.
Mercer’s revenue was $1.4 billion in the fourth quarter of 2023, an increase of 9%, or 5% on an underlying basis. Wealth revenue of $654 million increased 4% on an underlying basis. Health revenue of $502 million increased 9% on an underlying basis. Career revenue of $288 million increased 1% on an underlying basis. For the year 2023, Mercer’s revenue increased 5%, or 7% on an underlying basis.
Oliver Wyman’s revenue was $856 million in the fourth quarter of 2023, an increase of 9% on an underlying basis. For the year 2023, Oliver Wyman’s revenue was $3.1 billion, an increase of 8% on an underlying basis.

2


Other Items
The Company repurchased 1.3 million shares of stock for $250 million in the fourth quarter. For the year 2023, the Company repurchased 6.4 million shares for $1.15 billion.
On October 16, 2023, the Company repaid $250 million of senior notes that matured.
In November, Marsh completed the acquisition of Honan Insurance Group, a leading insurance broker in Australia and New Zealand.
Conference Call
A conference call to discuss fourth 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 over 130 countries. With annual revenue of $23 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 X.
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 multiple major wars, escalating conflict throughout the Middle East and rising tension in the South China Sea, slower GDP growth or recession, lower interest rates, capital markets volatility and inflation;
•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 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 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, data privacy and artificial intelligence 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 such as artificial intelligence;
•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 the increasing number of disagreements with and challenges by tax authorities in the current global tax environment; 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 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.




4



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,
  2023  2022  2023  2022 
Revenue $ 5,554  $ 5,022  $ 22,736  $ 20,720 
Expense:
Compensation and benefits 3,268  3,038  13,099  12,071 
Other operating expenses 1,183  1,304  4,355  4,369 
Operating expenses 4,451  4,342  17,454  16,440 
Operating income 1,103  680  5,282  4,280 
Other net benefit credits 59  57  239  235 
Interest income 38  78  15 
Interest expense (151) (127) (578) (469)
Investment (loss) income (1) (6) 21 
Income before income taxes 1,048  613  5,026  4,082 
Income tax expense 283  142  1,224  995 
Net income before non-controlling interests 765  471  3,802  3,087 
Less: Net income attributable to non-controlling interests 46  37 
Net income attributable to the Company $ 756  $ 466  $ 3,756  $ 3,050 
Net income per share attributable to the Company:
- Basic
$ 1.53  $ 0.94  $ 7.60  $ 6.11 
- Diluted
$ 1.52  $ 0.93  $ 7.53  $ 6.04 
Average number of shares outstanding:
- Basic
493  496  494  499 
- Diluted
498  501  499  505 
Shares outstanding at December 31 492  495  492  495 

5


Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Three Months Ended December 31
(Millions) (Unaudited)
The Company advises clients in over 130 countries. As a result, foreign exchange rate movements may impact period over 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 December 31, % Change GAAP Revenue* Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP Underlying Revenue
  2023 2022
Risk and Insurance Services        
Marsh $ 2,896  $ 2,711  % % %
Guy Carpenter (a) 252  171  48  % % 36  % %
Subtotal 3,148  2,882  % % % %
Fiduciary Interest Income 123  63 
Total Risk and Insurance Services 3,271  2,945  11  % % % %
Consulting  
Mercer 1,444  1,329  % % % %
Oliver Wyman Group 856  765  12  % % % %
Total Consulting 2,300  2,094  10  % % % %
Corporate Eliminations (17) (17)
Total Revenue $ 5,554  $ 5,022  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 December 31, % Change GAAP Revenue* Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP Underlying Revenue
  2023 2022
Marsh:        
EMEA (b) $ 780  $ 733  % % (1) % %
Asia Pacific (b) 315  288  % (1) % 10  %
Latin America 173  162  % (4) % 11  %
Total International 1,268  1,183  % % (1) % %
U.S./Canada 1,628  1,528  % % %
Total Marsh $ 2,896  $ 2,711  % % %
Mercer:
Wealth $ 654  $ 591  10  % % % %
Health 502  455  10  % % %
Career 288  283  % % %
Total Mercer $ 1,444  $ 1,329  % % % %
(a)Acquisitions, dispositions and other in 2023 includes a gain from a legal settlement with a competitor, excluding legal fees.
(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.
* 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
Twelve Months Ended December 31
(Millions) (Unaudited)
The Company advises clients in over 130 countries. As a result, foreign exchange rate movements may impact period over 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*
  Twelve Months Ended
December 31,
% Change GAAP Revenue* Currency Impact Acquisitions/
Dispositions/ Other Impact**
Non-GAAP Underlying Revenue
  2023 2022
Risk and Insurance Services          
Marsh $ 11,378  $ 10,505  % (1) % % %
Guy Carpenter (a) 2,258  2,020  12  % (1) % % 10  %
Subtotal 13,636  12,525  % (1) % % %
Fiduciary Interest Income 453  120 
Total Risk and Insurance Services 14,089  12,645  11  % (1) % % 11  %
Consulting  
Mercer 5,587  5,345  % (1) % %
Oliver Wyman Group 3,122  2,794  12  % % % %
Total Consulting 8,709  8,139  % %
Corporate Eliminations (62) (64)
Total Revenue $ 22,736  $ 20,720  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**
Non-GAAP Underlying Revenue
  2023 2022
Marsh:          
EMEA (b) $ 3,262  $ 2,997  % %
Asia Pacific (b) 1,295  1,215  % (3) % %
Latin America 559  502  11  % (1) % 13  %
Total International 5,116  4,714  % (1) % %
U.S./Canada 6,262  5,791  % % %
Total Marsh $ 11,378  $ 10,505  % (1) % % %
Mercer:  
Wealth $ 2,507  $ 2,366  % % %
Health 2,061  2,017  % (7) % 10  %
Career 1,019  962  % (1) % % %
Total Mercer $ 5,587  $ 5,345  % (1) % %
(a)Acquisitions, dispositions and other in 2023 includes a gain from a legal settlement with a competitor, excluding legal fees.
(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.
* 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 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 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 twelve months ended December 31, 2023 and 2022. The following tables also present adjusted operating margin. For the three and twelve months ended December 31, 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 December 31, 2023        
Operating income (loss) $ 753  $ 443  $ (93) $ 1,103 
Operating margin 23.0  % 19.2  % N/A 19.9  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 79  29  14  122 
Changes in fair value of contingent consideration — 
JLT integration and restructuring costs (b) —  — 
Legal settlement (c) (58) —  —  (58)
Westpac acquisition and integration related costs —  — 
Other — 
Operating income adjustments 38  37  15  90 
Adjusted operating income (loss) $ 791  $ 480  $ (78) $ 1,193 
Total identified intangible amortization expense $ 76  $ 10  $ —  $ 86 
Adjusted operating margin 27.0  % 21.3  % N/A 23.3  %
Three Months Ended December 31, 2022
Operating income (loss) $ 472  $ 336  $ (128) $ 680 
Operating margin 16.0  % 16.0  % N/A 13.5  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 119  54  60  233 
Changes in fair value of contingent consideration 11  —  —  11 
JLT integration and restructuring costs (b) 91  —  97 
Westpac acquisition and integration related costs —  13  —  13 
JLT legacy legal charges —  (2) —  (2)
Disposal of businesses (8) —  —  (8)
Operating income adjustments 213  71  60  344 
Adjusted operating income (loss) $ 685  $ 407  $ (68) $ 1,024 
Total identified intangible amortization expense $ 68  $ 12  $ —  $ 80 
Adjusted operating margin 25.6  % 20.0  % N/A 22.0  %
(a)Costs primarily includes severance and lease exit charges for activities focused on workforce actions, rationalization of technology and functional resources, and reductions in real estate.
(b)Reflects adjustments to restructuring liabilities for lease exit charges for a legacy JLT U.K. location.
(c)Reflects a legal settlement with a competitor, excluding legal fees. The 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
Twelve Months Ended December 31
(Millions) (Unaudited)
Risk & Insurance Services Consulting Corporate/
Eliminations
Total
Twelve Months Ended December 31, 2023        
Operating income (loss) $ 3,945  $ 1,666  $ (329) $ 5,282 
Operating margin 28.0  % 19.1  % N/A 23.2  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 146  62  62  270 
Changes in fair value of contingent consideration 27  —  29 
JLT integration and restructuring costs (b) 31  —  —  31 
JLT legacy legal charges (c) —  (51) —  (51)
Disposal of businesses (d) —  17  —  17 
Legal settlement (e) (58) —  —  (58)
Westpac acquisition and integration related costs —  39  —  39 
Other
Operating income adjustments 148  70  63  281 
Adjusted operating income (loss) $ 4,093  $ 1,736  $ (266) $ 5,563 
Total identified intangible amortization expense $ 297  $ 46  $ —  $ 343 
Adjusted operating margin 31.3  % 20.4  % N/A 26.0  %
Twelve Months Ended December 31, 2022        
Operating income (loss) $ 3,089  $ 1,553  $ (362) $ 4,280 
Operating margin 24.4  % 19.1  % N/A 20.7  %
Add (deduct) impact of noteworthy items:
Restructuring, excluding JLT (a) 157  61  94  312 
Changes in fair value of contingent consideration 44  —  49 
JLT integration and restructuring costs (b) 97  16  115 
JLT legacy legal charges (c) 14  (13) — 
JLT acquisition related costs 24  28 
Disposal of businesses (d) (8) (114) —  (122)
Legal claims (f) 30  —  —  30 
Westpac acquisition and integration related costs —  21  —  21 
Deconsolidation of Russian businesses and other related charges (g) 42  10  —  52 
Operating income adjustments 400  (13) 99  486 
Adjusted operating income (loss) $ 3,489  $ 1,540  $ (263) $ 4,766 
Total identified intangible amortization expense $ 291  $ 47  $ —  $ 338 
Adjusted operating margin 29.8  % 19.7  % N/A 24.7  %
(a)Costs primarily includes 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)Reflects adjustments to restructuring liabilities for lease exit charges for a legacy JLT U.K. location.
(c)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.
(d)Loss on sale of an individual financial advisory business in Canada. In 2022, the amount 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.
(e)Reflects a legal settlement with a competitor, excluding legal fees. The 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.
(f)Settlement charges and legal costs related to strategic recruiting.
(g)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 expenses 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 Twelve Months Ended December 31
(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 twelve months ended December 31, 2023 and 2022.
Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
Amount Adjusted EPS Amount Adjusted EPS
Net income before non-controlling interests, as reported $ 765  $ 471 
Less: Non-controlling interest, net of tax
Subtotal $ 756  $ 1.52  $ 466  $ 0.93 
Operating income adjustments $ 90  $ 344 
Investments adjustment — 
Pension settlement adjustment — 
Income tax effect of adjustments (a) (8) (77)
82  0.16  269  0.54 
Adjusted income, net of tax $ 838  $ 1.68  $ 735  $ 1.47 
Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022
Amount Adjusted EPS Amount Adjusted EPS
Net income before non-controlling interests, as reported $ 3,802  $ 3,087 
Less: Non-controlling interest, net of tax 46  37 
Subtotal $ 3,756  $ 7.53  $ 3,050  $ 6.04 
Operating income adjustments $ 281  $ 486 
Investments adjustment (3)
Pension settlement adjustment — 
Income tax effect of adjustments (a) (53) (78)
230  0.46  407  0.81 
Adjusted income, net of tax $ 3,986  $ 7.99  $ 3,457  $ 6.85 
(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 Twelve Months Ended December 31
(Millions) (Unaudited)
Three Months Ended December 31, Twelve Months Ended December 31,
  2023 2022 2023 2022
Consolidated
Compensation and benefits $ 3,268  $ 3,038  $ 13,099  $ 12,071 
Other operating expenses 1,183  1,304  4,355  4,369 
Total expenses $ 4,451  $ 4,342  $ 17,454  $ 16,440 
Depreciation and amortization expense $ 100  $ 122  $ 370  $ 381 
Identified intangible amortization expense 86  80  343  338 
Total $ 186  $ 202  $ 713  $ 719 
Risk and Insurance Services
Compensation and benefits (a) $ 1,868  $ 1,742  $ 7,702  $ 7,101 
Other operating expenses (a) 650  731  2,442  2,455 
Total expenses $ 2,518  $ 2,473  $ 10,144  $ 9,556 
Depreciation and amortization expense $ 55  $ 55  $ 190  $ 178 
Identified intangible amortization expense 76  68  297  291 
Total $ 131  $ 123  $ 487  $ 469 
 
Consulting
Compensation and benefits (a) $ 1,362  $ 1,261  $ 5,249  $ 4,827 
Other operating expenses (a) 495  497  1,794  1,759 
Total expenses $ 1,857  $ 1,758  $ 7,043  $ 6,586 
Depreciation and amortization expense $ 28  $ 32  $ 106  $ 111 
Identified intangible amortization expense 10  12  46  47 
Total $ 38  $ 44  $ 152  $ 158 
(a)In the fourth quarter of 2023, the Company reclassified certain amounts between Compensation and benefits and Other operating expenses for each reporting segment. The reclassification had no impact on consolidated or reporting segment total expenses. Prior period amounts were reclassified for comparability purposes.
11


Marsh & McLennan Companies, Inc.
Consolidated Balance Sheets
(Millions) (Unaudited)
  December 31, 2023 December 31, 2022
ASSETS    
Current assets:    
Cash and cash equivalents $ 3,358  $ 1,442 
Cash and cash equivalents held in a fiduciary capacity (a) 10,794  10,660 
Net receivables 6,418  5,852 
Other current assets 1,178  1,005 
Total current assets 21,748  18,959 
Goodwill and intangible assets 19,861  18,788 
Fixed assets, net 882  871 
Pension related assets 2,051  2,127 
Right of use assets 1,541  1,562 
Deferred tax assets 357  358 
Other assets 1,590  1,449 
TOTAL ASSETS $ 48,030  $ 44,114 
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt $ 1,619  $ 268 
Accounts payable and accrued liabilities 3,403  3,278 
Accrued compensation and employee benefits 3,346  3,095 
Current lease liabilities 312  310 
Accrued income taxes 321  221 
Fiduciary liabilities (a) 10,794  10,660 
Total current liabilities 19,795  17,832 
 
Long-term debt 11,844  11,227 
Pension, post-retirement and post-employment benefits 779  921 
Long-term lease liabilities 1,661  1,667 
Liabilities for errors and omissions 314  355 
Other liabilities 1,267  1,363 
Total equity 12,370  10,749 
TOTAL LIABILITIES AND EQUITY $ 48,030  $ 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)
For the Years Ended
December 31,
2023  2022 
Operating cash flows:
Net income before non-controlling interests $ 3,802  $ 3,087 
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization 713  719 
Non-cash lease expense 288  404 
Deconsolidation of Russian businesses —  39 
Gain on consolidation of entity —  (2)
Share-based compensation expense 363  367 
Dispositions, changes to contingent consideration and net gain on investments —  (137)
Changes in assets and liabilities:
Accrued compensation and employee benefits 195  171 
Provision for taxes, net of payments and refunds 105  (54)
Net receivables (467) (492)
Other changes to assets and liabilities (90) 71 
Contributions to pension and other benefit plans in excess of current year credit (335) (385)
Operating lease liabilities (316) (323)
Net cash provided by operations 4,258  3,465 
Financing cash flows:
Purchase of treasury shares (1,150) (1,950)
Proceeds from issuance of debt 2,169  984 
Repayments of debt (266) (365)
Net issuance of common stock from treasury shares 51  (72)
Net distributions from non-controlling interests and deferred/contingent consideration (370) (189)
Dividends paid (1,298) (1,138)
Change in fiduciary liabilities (255) 1,684 
Net cash used for financing activities (1,119) (1,046)
Investing cash flows:
Capital expenditures (416) (470)
Net purchases of long term investments and other (46) (13)
Sales of long term investments 38  86 
Dispositions (17) 119 
Acquisitions, net of cash and cash held in a fiduciary capacity acquired
(976) (572)
Net cash used for investing activities (1,417) (850)
Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity 328  (841)
Increase in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity 2,050  728 
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of year 12,102  11,374 
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of year $ 14,152  $ 12,102 
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets
Balance at December 31, 2023  2022 
(In millions)
Cash and cash equivalents $ 3,358  $ 1,442 
Cash and cash equivalents held in a fiduciary capacity 10,794  10,660 
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity $ 14,152  $ 12,102 
13


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three Months Ended December 31
(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 December 31, 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 $ 2,896  $ (12) $ (30) $ 2,854  $ 2,711  $ (10) $ 2,701 
Guy Carpenter (a) 252  (4) (62) 186  171  —  171 
Subtotal 3,148  (16) (92) 3,040  2,882  (10) 2,872 
Fiduciary Interest Income 123  (1) —  122  63  —  63 
Total Risk and Insurance Services 3,271  (17) (92) 3,162  2,945  (10) 2,935 
Consulting
Mercer (b) 1,444  (21) —  1,423  1,329  24  1,353 
Oliver Wyman Group 856  (14) (8) 834  765  —  765 
Total Consulting 2,300  (35) (8) 2,257  2,094  24  2,118 
Corporate Eliminations (17) —  —  (17) (17) —  (17)
Total Revenue $ 5,554  $ (52) $ (100) $ 5,402  $ 5,022  $ 14  $ 5,036 
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
2023 2022
Three Months Ended December 31, GAAP Revenue Currency Impact Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue GAAP Revenue Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue
Marsh:
EMEA (c) $ 780  $ (20) $ —  $ 760  $ 733  $ (8) $ 725 
Asia Pacific (c) 315  (1) 316  288  —  288 
Latin America 173  —  179  162  —  162 
Total International 1,268  (12) (1) 1,255  1,183  (8) 1,175 
U.S./Canada 1,628  —  (29) 1,599  1,528  (2) 1,526 
Total Marsh $ 2,896  $ (12) $ (30) $ 2,854  $ 2,711  $ (10) $ 2,701 
Mercer:
Wealth (b) $ 654  $ (13) $ —  $ 641  $ 591  $ 24  $ 615 
Health 502  (6) (1) 495  455  —  455 
Career 288  (2) 287  283  —  283 
Total Mercer $ 1,444  $ (21) $ —  $ 1,423  $ 1,329  $ 24  $ 1,353 
(a)Acquisitions, dispositions, and other in 2023 includes a gain from a legal settlement with a competitor of $58 million, excluding legal fees.
(b)Acquisitions, dispositions, and other in 2022 includes revenue from the Westpac superannuation fund transaction in Wealth.
(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.
14


Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Twelve Months Ended December 31
(Millions) (Unaudited)
The following table provides the reconciliation of GAAP revenue to Non-GAAP revenue:
2023 2022
Twelve Months Ended December 31, 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) $ 11,378  $ 70  $ (109) $ 11,339  $ 10,505  $ $ 10,510 
Guy Carpenter (b) 2,258  16  (80) 2,194  2,020  (19) 2,001 
Subtotal 13,636  86  (189) 13,533  12,525  (14) 12,511 
Fiduciary Interest Income 453  —  454  120  —  120 
Total Risk and Insurance Services 14,089  87  (189) 13,987  12,645  (14) 12,631 
Consulting
Mercer (c) 5,587  23  11  5,621  5,345  (68) 5,277 
Oliver Wyman Group (a) 3,122  (15) (79) 3,028  2,794  11  2,805 
Total Consulting 8,709  (68) 8,649  8,139  (57) 8,082 
Corporate Eliminations (62) —  —  (62) (64) —  (64)
Total Revenue $ 22,736  $ 95  $ (257) $ 22,574  $ 20,720  $ (71) $ 20,649 
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
2023 2022
Twelve Months Ended December 31, GAAP Revenue Currency Impact Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue GAAP Revenue Acquisitions/
Dispositions/
Other Impact
Non-GAAP Revenue
Marsh:
EMEA (a) (d) $ 3,262  $ 12  $ (6) $ 3,268  $ 2,997  $ $ 3,005 
Asia Pacific (d) 1,295  37  (5) 1,327  1,215  —  1,215 
Latin America 559  566  502  —  502 
Total International 5,116  55  (10) 5,161  4,714  4,722 
U.S./Canada 6,262  15  (99) 6,178  5,791  (3) 5,788 
Total Marsh $ 11,378  $ 70  $ (109) $ 11,339  $ 10,505  $ $ 10,510 
Mercer:
Wealth (c) $ 2,507  $ 11  $ 19  $ 2,537  $ 2,366  $ 69  $ 2,435 
Health (c) 2,061  (2) 2,063  2,017  (137) 1,880 
Career 1,019  (6) 1,021  962  —  962 
Total Mercer $ 5,587  $ 23  $ 11  $ 5,621  $ 5,345  $ (68) $ 5,277 
(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 2023 includes a gain from a legal settlement with a competitor of $58 million, excluding legal fees.
(c)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.
(d)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