Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity Registrant Name | Marsh & McLennan Companies, Inc. | |
Entity Address, Address Line One | 1166 Avenue of the Americas | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 345-5000 | |
Entity File Number | 1-5998 | |
Entity Address, State or Province | DE | |
Entity Tax Identification Number | 36-2668272 | |
Title of 12(b) Security | Common Stock, par value $1.00 per share | |
Trading Symbol | MMC | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 506,118,813 | |
Entity Central Index Key | 0000062709 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
New York Stock Exchange | ||
Entity Information [Line Items] | ||
Security Exchange Name | NYSE | |
Chicago Stock Exchange | ||
Entity Information [Line Items] | ||
Security Exchange Name | CHX |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 4,651 | $ 4,071 |
Expense: | ||
Compensation and benefits | 2,555 | 2,282 |
Other operating expenses | 1,026 | 851 |
Operating expenses | 3,581 | 3,133 |
Operating income | 1,070 | 938 |
Other net benefit credits | 64 | 64 |
Interest income | 2 | 28 |
Interest expense | (127) | (120) |
Investment (loss) income | (2) | 5 |
Acquisition related derivative contracts | 0 | 29 |
Income before income taxes | 1,007 | 944 |
Income tax expense | 240 | 217 |
Net income before non-controlling interests | 767 | 727 |
Less: Net income attributable to non-controlling interests | 13 | 11 |
Net income attributable to the Company | $ 754 | $ 716 |
Net income per share attributable to the Company: | ||
Basic net income per share attributable to the Company (usd per share) | $ 1.49 | $ 1.42 |
Diluted net income per share attributable to the Company (usd per share) | $ 1.48 | $ 1.40 |
Average number of shares outstanding: | ||
Average number of shares outstanding - Basic (in shares) | 505 | 505 |
Average number of shares outstanding - Diluted (in shares) | 510 | 511 |
Shares outstanding (in shares) | 506 | 507 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income before non-controlling interests | $ 767 | $ 727 |
Other comprehensive (loss) income, before tax: | ||
Foreign currency translation adjustments | (941) | 96 |
Gain (loss) related to pension/post-retirement plans | 175 | (43) |
Other comprehensive (loss) income, before tax | (766) | 53 |
Income tax expense (benefit) on other comprehensive income (loss) | 26 | (4) |
Other comprehensive (loss) income, net of tax | (792) | 57 |
Comprehensive (loss) income | (25) | 784 |
Less: comprehensive income attributable to non-controlling interest | 13 | 11 |
Comprehensive (loss) income attributable to the Company | $ (38) | $ 773 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,480 | $ 1,155 |
Receivables | ||
Commissions and fees | 5,028 | 4,608 |
Advanced premiums and claims | 113 | 123 |
Other | 561 | 645 |
Gross receivables | 5,702 | 5,376 |
Less-allowance for credit losses | (144) | (140) |
Net receivables | 5,558 | 5,236 |
Other current assets | 711 | 677 |
Total current assets | 7,749 | 7,068 |
Goodwill | 14,412 | 14,671 |
Other intangible assets | 2,663 | 2,774 |
Fixed assets (net of accumulated depreciation and amortization of $2,012 at March 31, 2020 and $2,001 at December 31, 2019) | 850 | 858 |
Pension related assets | 1,619 | 1,632 |
Right of use assets | 1,885 | 1,921 |
Deferred tax assets | 694 | 676 |
Other assets | 1,519 | 1,757 |
Total assets | 31,391 | 31,357 |
Current liabilities: | ||
Short-term debt | 2,409 | 1,215 |
Accounts payable and accrued liabilities | 2,611 | 2,746 |
Accrued compensation and employee benefits | 1,018 | 2,197 |
Current lease liabilities | 334 | 342 |
Accrued income taxes | 256 | 179 |
Dividends payable | 231 | 0 |
Total current liabilities | 6,859 | 6,679 |
Fiduciary liabilities | 7,661 | 7,344 |
Less – cash and investments held in a fiduciary capacity | (7,661) | (7,344) |
Net fiduciary assets | 0 | 0 |
Long-term debt | 11,231 | 10,741 |
Pension, post-retirement and post-employment benefits | 2,248 | 2,336 |
Long-term lease liabilities | 1,898 | 1,926 |
Liabilities for errors and omissions | 343 | 335 |
Other liabilities | 1,361 | 1,397 |
Commitments and contingencies | 0 | 0 |
Equity: | ||
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued | 0 | 0 |
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at March 31, 2020 and December 31, 2019 | 561 | 561 |
Additional paid-in capital | 746 | 862 |
Retained earnings | 15,490 | 15,199 |
Accumulated other comprehensive loss | (5,847) | (5,055) |
Non-controlling interests | 156 | 150 |
Stockholders' equity before treasury stock | 11,106 | 11,717 |
Less – treasury shares, at cost, 54,694,523 shares at March 31, 2020 and 57,013,097 shares at December 31, 2019 | (3,655) | (3,774) |
Total equity | 7,451 | 7,943 |
Total liabilities and stockholders' equity | $ 31,391 | $ 31,357 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Fixed assets, accumulated depreciation and amortization | $ 2,012 | $ 2,001 |
Preferred stock, par value (usd per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (usd per share) | $ 1 | $ 1 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 560,641,640 | 560,641,640 |
Treasury shares, shares | 54,694,523 | 57,013,097 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Operating cash flows: | |||
Net income before non-controlling interests | $ 767 | $ 727 | |
Adjustments to reconcile net income to cash provided by operations: | |||
Depreciation and amortization of fixed assets and capitalized software | 97 | 74 | |
Amortization of intangible assets | 86 | 51 | |
Non cash lease expense | 80 | 68 | |
Adjustments and payments related to contingent consideration liability | (10) | (18) | |
Provision for deferred income taxes | 9 | (9) | |
Loss (gain) on investments | 2 | (5) | |
Gain on disposition of assets | (3) | 0 | |
Share-based compensation expense | 72 | 57 | |
Change in fair value of acquisition-related derivative contracts | 0 | (29) | |
Changes in assets and liabilities: | |||
Net receivables | (313) | (309) | |
Other current assets | (34) | (37) | |
Other assets | 57 | (1) | |
Accounts payable and accrued liabilities | (140) | 79 | |
Accrued compensation and employee benefits | (1,178) | (886) | |
Accrued income taxes | 91 | 96 | |
Contributions to pension and other benefit plans in excess of current year credit | (85) | (80) | |
Other liabilities | (38) | 42 | |
Operating lease liabilities | (86) | (73) | |
Effect of exchange rate changes | (12) | (23) | |
Net cash used for operations | (638) | (276) | |
Financing cash flows: | |||
Net increase in commercial paper | 193 | 748 | |
Borrowings from term-loan and credit facilities | 2,000 | 0 | |
Proceeds from issuance of debt | 0 | 6,462 | |
Repayments of debt | (503) | (3) | |
Purchase of non-controlling interests | (3) | ||
Acquisition-related derivative payments | 0 | (129) | |
Shares withheld for taxes on vested units – treasury shares | (112) | (86) | |
Issuance of common stock from treasury shares | 44 | 77 | |
Payments of deferred and contingent consideration for acquisitions | (29) | (29) | |
Distributions of non-controlling interests | (18) | (4) | |
Dividends paid | (232) | (210) | |
Net cash provided by financing activities | 1,340 | 6,826 | |
Investing cash flows: | |||
Capital expenditures | (118) | (73) | |
Net sales of long-term investments | 57 | 115 | |
Purchase of equity investment | 0 | (88) | $ (79) |
Proceeds from sales of fixed assets | 0 | 1 | |
Dispositions | 7 | 0 | |
Acquisitions | (200) | (140) | |
Other, net | 9 | (2) | |
Net cash used for investing activities | (245) | (187) | |
Effect of exchange rate changes on cash and cash equivalents | (132) | 47 | |
Increase in cash and cash equivalents and cash held in escrow | 325 | 6,410 | |
Cash and cash equivalents at beginning of period | 1,155 | 1,066 | 1,117 |
Cash and cash equivalents at end of period | 1,480 | 1,117 | $ 1,155 |
Funds held in escrow for acquisition | 0 | 6,359 | |
Total | $ 1,480 | $ 7,476 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | COMMON STOCK | ADDITIONAL PAID-IN CAPITAL | RETAINED EARNINGS | ACCUMULATED OTHER COMPREHENSIVE LOSS | TREASURY SHARES | NON-CONTROLLING INTERESTS |
Balance, beginning of period at Dec. 31, 2018 | $ 561 | $ 817 | $ 14,347 | $ (4,647) | $ (3,567) | $ 73 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accrued stock compensation costs | (101) | ||||||
Issuance of shares under stock compensation plans and employee stock purchase plans | (35) | 182 | |||||
Other | 0 | ||||||
Net income attributable to the Company | $ 727 | 716 | 11 | ||||
Dividend equivalents declared | (2) | ||||||
Dividends declared | (419) | ||||||
Other comprehensive loss, net of tax | 57 | 57 | |||||
Net non-controlling interests disposed | 0 | ||||||
Distributions and other changes | (7) | ||||||
Balance, end of period at Mar. 31, 2019 | $ 7,986 | 681 | 14,642 | (4,590) | (3,385) | 77 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends declared per share (in dollars per share) | $ 0.83 | ||||||
Balance, beginning of period at Dec. 31, 2019 | $ 7,943 | $ 561 | 862 | 15,199 | (5,055) | (3,774) | 150 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accrued stock compensation costs | (129) | ||||||
Issuance of shares under stock compensation plans and employee stock purchase plans | 14 | 119 | |||||
Other | (1) | ||||||
Net income attributable to the Company | 767 | 754 | 13 | ||||
Dividend equivalents declared | (4) | ||||||
Dividends declared | (459) | ||||||
Other comprehensive loss, net of tax | (792) | (792) | |||||
Net non-controlling interests disposed | (3) | ||||||
Distributions and other changes | (4) | ||||||
Balance, end of period at Mar. 31, 2020 | $ 7,451 | $ 746 | $ 15,490 | $ (5,847) | $ (3,655) | $ 156 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividends declared per share (in dollars per share) | $ 0.91 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company") is a global professional services firm offering clients advice and solutions in risk, strategy and people. Its businesses include: Marsh, the insurance broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the provider of HR and Investment related financial advice and services; and Oliver Wyman Group, the management, economic and brand consultancy. With 76,000 colleagues worldwide and annual revenue of $17 billion , the Company provides analysis, advice and transactional capabilities to clients in more than 130 countries. Business Update Related To COVID-19 In March 2020, the World Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak has become increasingly widespread around the world, including virtually every geography in which the Company operates. The pandemic has created uncertainty about the impact on the global economy and has resulted in impacts to the financial markets and asset values. Governments have implemented various restrictions around the world, including closure of non-essential businesses, travel restrictions, shelter-in-place requirements for citizens and other restrictions. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are uncertain and cannot be accurately predicted. This includes new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has taken a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, arranging work from home capabilities and flexible work policies. By the end of March, nearly all of the Company’s colleagues were working fully in a remote work environment, with virtually no disruption in the ability to serve clients. The safety and well-being of our colleagues is our first priority. The Company has established a $5 million support fund for colleagues in need, as well as matching gifts for charitable contributions. The Company is monitoring and assessing the impact of the COVID-19 pandemic on a daily basis to ensure that it continues to adhere to guidelines and orders issued by federal, state and local governments. The ultimate extent of the COVID-19 impact to the Company will depend on numerous evolving factors and future developments that it is not able to predict. Factors that could adversely affect the Company’s financial statements related to the financial and operational impact of COVID-19 are outlined in “Item 1A - Risk Factors” in the Company’s Form 10-Q. JLT Acquisition On April 1, 2019, the Company completed its previously announced acquisition (the "Transaction") of all of the outstanding shares of Jardine Lloyd Thompson Group plc ("JLT"), a public company organized under the laws of England and Wales. JLT's results of operations for the three month period ended March 31, 2020 are included in the Company's results of operations. The first quarter of 2019 does not reflect JLT’s results of operations for that period and therefore may affect comparability. |
Principles of Consolidation and
Principles of Consolidation and Other Matters | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Other Matters | Principles of Consolidation and Other Matters The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the " 2019 Form 10-K"). The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three month periods ended March 31, 2020 and 2019 . Estimates: The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis the Company evaluates its estimates, judgments and methodologies. The estimates are based on historical experience and on various other assumptions that the Company believes are reasonable. Such matters include: • the allowance for current expected credit losses on receivables, • estimates of revenue, • impairment assessments and charges, • recoverability of long-lived assets, • liabilities for errors and omissions, • deferred tax assets, uncertain tax positions and income tax expense, • share-based and incentive compensation expense, • useful lives assigned to long-lived assets, and depreciation and amortization, • fair value estimates of contingent consideration receivable or payable related to acquisitions or dispositions The Company believes these estimates are reasonable based on information currently available at the time they are made. Management has made estimates of the impact of COVID-19 within the Company’s financial statements and there may be changes to those estimates in future periods. The ultimate extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s businesses, results of operations and financial condition will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain it or treat it, and the economic impact on local, regional, national and international customers and markets. Actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. The Company is required to maintain operating funds primarily related to regulatory requirements outside of the United States or as collateral under captive insurance arrangements. At March 31, 2020 , the Company maintained $202 million compared to $197 million at December 31, 2019 related to these regulatory requirements. Funds Held in Escrow For Acquisition The Company received proceeds from debt issuances related to the JLT Transaction in the first quarter of 2019, which were placed in escrow. At March 31, 2019, these funds were reported as funds held in escrow for acquisition in the consolidated balance sheet. The funds were released from escrow upon the completion of the Transaction in April 2019. Allowance for Current Expected Credit Losses on Accounts Receivable The Company’s policy for providing an allowance for current expected credit losses (“CECL”) on its accounts receivable is based on management’s best estimate of amounts that will be uncollectible primarily based on the Company’s historical experience of collections in its various businesses and other events that may affect the net realizable value of receivables. The charge related to expected credit losses was immaterial to the consolidated statement of income in the first quarter of 2020. Investments The caption "Investment (loss) income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on the Company's investments in private equity funds. The Company holds investments in certain private equity funds that are accounted for under the equity method of accounting using a consistently applied three -month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments accounted for using the equity method of accounting are included in "other assets" in the consolidated balance sheets. The Company recorded a net investment loss of $2 million for the three months ended March 31, 2020 compared to net investment income of $5 million for the three month period ended March 31, 2019 . The three -month period ending March 31, 2020 includes losses of $1 million related to mark-to-market changes in equity securities and sales of equity securities, and losses of $1 million related to investments in private equity funds and other investments. The three month period ending March 31, 2019 include gains of $3 million related to mark-to-market changes in equity securities and $2 million related to investments in private equity funds and other investments. Income Taxes The Company's effective tax rate in the first quarter of 2020 was 23.8% compared with 23.0% in the first quarter of 2019 . The tax rates in both periods reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, tax legislation, changes in uncertain tax positions, deferred tax adjustments and nontaxable adjustments to contingent acquisition consideration. The excess tax benefit related to share-based payments is the most significant discrete item, reducing the effective tax rate by 2.6% and 3.2% in the first quarters of 2020 and 2019, respectively. The Company's tax rate reflects its income, statutory tax rates and tax planning in the various jurisdictions in which it operates. Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions. Losses in one jurisdiction, generally, cannot offset earnings in another, and within certain jurisdictions profits and losses may not offset between entities. Consequently, losses in certain jurisdictions may require valuation allowances affecting the effective tax rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitation. Changes in tax laws or tax rulings may have a significant impact on our effective tax rate. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits decreased from $86 million at December 31, 2019 to $82 million at March 31, 2020 due to current accruals offset by settlements of audits and expirations of statutes of limitation. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $13 million within the next twelve months due to settlements of audits and expirations of statutes of limitation. Integration and Restructuring Charges Severance and related costs are recognized based on amounts due under established severance plans or estimates of one-time benefits that will be provided. Typically, severance benefits are recognized when the impacted colleagues are notified of their expected termination and such termination is expected to occur within the legally required notification period. These costs are included in compensation and benefits in the consolidated statements of income. Costs for real estate consolidation are recognized based on the type of cost, and the expected future use of the facility. For locations where the Company does not expect to sub-lease the property, the amortization of any right-of-use asset is accelerated from the decision date to the cease use date. For locations where the Company expects to sub-lease the properties subsequent to its vacating the property, the right-of-use asset is reviewed for potential impairment at the earlier of the cease use date or the date a sub-lease is signed. To determine the amount of impairment, the fair value of the right-of-use asset is determined based on the present value of the estimated net cash flows related to the property. Contractual costs outside of the right-of-use asset are recognized based on the net present value of expected future cash outflows for which the Company will not receive any benefit. Such amounts are reliant on estimates of future sub-lease income to be received and future contractual costs to be incurred. These costs are included in other operating expenses in the consolidated statements of income. Other costs related to integration and restructuring, such as moving, legal or consulting costs are recognized as incurred. These costs are included in other operating expenses in the consolidated statements of income. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The core principle of the revenue recognition guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the entity applies the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The Company's revenue recognition guidance is provided in more detail in Note 3 of the consolidated financial statements and the notes thereto included in 2019 Form 10-K for the year ended December 31, 2019 . The following schedule disaggregates components of the Company's revenue: Three Months Ended (In millions) 2020 Marsh: EMEA $ 754 Asia Pacific 238 Latin America 91 Total International 1,083 U.S./Canada 978 Total Marsh 2,061 Guy Carpenter 827 Subtotal 2,888 Fiduciary interest income 23 Total Risk and Insurance Services $ 2,911 Mercer: Wealth $ 592 Health 486 Career 173 Total Mercer 1,251 Oliver Wyman 511 Total Consulting $ 1,762 The following schedule provides contract assets and contract liabilities information from contracts with customers. (In millions) March 31, 2020 December 31, 2019 Contract Assets $ 270 $ 207 Contract Liabilities $ 659 $ 593 The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to quota share reinsurance brokerage and contingent insurer revenue. The Company does not have the right to bill and collect revenue for quota share brokerage until the underlying policies written by the ceding insurer attach to the treaty. Contract assets are included in other current assets in the Company's consolidated balance sheet. Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in current liabilities in the Company's consolidated balance sheet. Revenue recognized in the first three months of 2020 and 2019 that was included in the contract liability balance at the beginning of each of those years was $289 million and $169 million , respectively. The amount of revenue recognized in the first three months of 2020 and 2019 from performance obligations satisfied in previous periods, mainly due to variable consideration from contracts with insurers, quota share business and consulting contracts previously considered constrained was $29 million and $17 million , respectively. The Company applies the practical expedient and therefore does not disclose the value of unsatisfied performance obligations for (1) contracts with original contract terms of one year or less and (2) contracts where the Company has the right to invoice for services performed. The revenue expected to be recognized in future periods during the non-cancellable term of existing contracts greater than one year that is related to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period is approximately $36 million for Marsh, $221 million for Mercer and $2 million for Oliver Wyman. The Company expects revenue in 2021, 2022, 2023, 2024 and 2025 and beyond of $142 million , $65 million , $37 million , $10 million and $5 million , respectively, related to these performance obligations. |
Fiduciary Assets and Liabilitie
Fiduciary Assets and Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Fiduciary Assets And Liabilities [Abstract] | |
Fiduciary Assets and Liabilities | Fiduciary Assets and Liabilities In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds ("fiduciary interest income") of $23 million in each of the three month periods ended March 31, 2020 and March 31, 2019 , respectively. The Consulting segment recorded fiduciary interest income of $1 million for the three month periods ended March 31, 2020 and 2019, respectively. Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities. Net uncollected premiums and claims and the related payables amounted to $9.7 billion at March 31, 2020 and $8.9 billion at December 31, 2019 . The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Accordingly, net uncollected premiums and claims and the related payables are not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets. In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables. |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Per Share Data | Per Share Data Basic net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock. Diluted net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares. Basic and Diluted EPS Calculation Three Months Ended (In millions, except per share amounts) 2020 2019 Net income before non-controlling interests $ 767 $ 727 Less: Net income attributable to non-controlling interests 13 11 Net income attributable to the Company $ 754 $ 716 Basic weighted average common shares outstanding 505 505 Dilutive effect of potentially issuable common shares 5 6 Diluted weighted average common shares outstanding 510 511 Average stock price used to calculate common stock equivalents $ 107.10 $ 88.54 |
Supplemental Disclosures to the
Supplemental Disclosures to the Consolidated Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosures to the Consolidated Statements of Cash Flows | Supplemental Disclosures to the Consolidated Statements of Cash Flows The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three -month periods ended March 31, 2020 and 2019 . (In millions) 2020 2019 Assets acquired, excluding cash $ 249 $ 180 Liabilities assumed (5 ) (5 ) Contingent/deferred purchase consideration (44 ) (35 ) Net cash outflow for current year acquisitions $ 200 $ 140 (In millions) 2020 2019 Interest paid $ 199 $ 98 Income taxes paid, net of refunds $ 136 $ 131 The classification of contingent consideration in the statement of cash flows is determined by whether the payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating). The following amounts are included in the consolidated statements of cash flows as a financing activity. The Company paid deferred and contingent consideration of $29 million for the three months ended March 31, 2020 . This consisted of deferred purchase consideration related to prior years' acquisitions of $25 million and contingent consideration of $4 million . For the three months ended March 31, 2019 , the Company paid deferred and contingent consideration of $29 million , consisting of deferred purchase consideration related to prior years' acquisitions of $23 million and contingent consideration of $6 million . The following amounts are included in the operating section of the consolidated statements of cash flows. For the three months ended March 31, 2020 , the Company recorded a net credit for adjustments to contingent consideration liabilities of $1 million and made contingent consideration payments of $9 million . For the three months ended March 31, 2019 , the Company recorded an expense for adjustments to contingent consideration liabilities of $11 million and made contingent consideration payments of $29 million . The Company had non-cash issuances of common stock under its share-based payment plan of $201 million and $158 million for the three months ended March 31, 2020 and 2019 , respectively. The Company recorded stock-based compensation expense for equity awards related to restricted stock units, performance stock units and stock options of $72 million and $57 million for the three -month periods ended March 31, 2020 and 2019 , respectively. The funds held in the acquisition related escrow account at March 31, 2019 comprised proceeds from issuance of debt of $6.462 billion plus interest earned during the period of $25 million , less $129 million of payments on acquisition-related derivative contracts. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The changes, net of tax, in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three -month periods ended March 31, 2020 and 2019 , including amounts reclassified out of AOCI, are as follows: (In millions) Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Gains (Losses) Total Gains (Losses) Balance as of December 31, 2019 $ (3,512 ) $ (1,543 ) $ (5,055 ) Other comprehensive income before reclassifications 109 (930 ) (821 ) Amounts reclassified from accumulated other comprehensive income 29 — 29 Net current period other comprehensive income (loss) 138 (930 ) (792 ) Balance as of March 31, 2020 $ (3,374 ) $ (2,473 ) $ (5,847 ) (In millions) Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Gains (Losses) Total Gains (Losses) Balance as of December 31, 2018 $ (2,953 ) $ (1,694 ) $ (4,647 ) Other comprehensive income (loss) before reclassifications (59 ) 94 35 Amounts reclassified from accumulated other comprehensive income 22 — 22 Net current period other comprehensive income (loss) (37 ) 94 57 Balance as of March 31, 2019 $ (2,990 ) $ (1,600 ) $ (4,590 ) The components of other comprehensive income (loss) for the three -month periods ended March 31, 2020 and 2019 are as follows: Three Months Ended March 31, 2020 2019 (In millions) Pre-Tax Tax (Credit) Net of Tax Pre-Tax Tax (Credit) Net of Tax Foreign currency translation adjustments $ (941 ) $ (11 ) $ (930 ) $ 96 $ 2 $ 94 Pension/post-retirement plans: Amortization of (gains) losses included in net periodic pension cost: Prior service credits (a) — — — (1 ) — (1 ) Net actuarial losses (a) 40 11 29 26 6 20 Effect of settlement (a) — — — 4 1 3 Subtotal 40 11 29 29 7 22 Foreign currency translation adjustments 135 26 109 (72 ) (13 ) (59 ) Pension/post-retirement plans gains (loss) 175 37 138 (43 ) (6 ) (37 ) Other comprehensive (loss) income $ (766 ) $ 26 $ (792 ) $ 53 $ (4 ) $ 57 (a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Income tax expense on net actuarial losses are included in income tax expense. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated values of the net tangible assets and the identifiable intangible assets purchased, which typically consist of customer relationships, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Refinement and completion of final valuation of net assets acquired could affect the carrying value of tangible assets, goodwill and identifiable intangible assets. The Risk and Insurance Services segment completed two acquisitions during the first three months of 2020. • January – Marsh & McLennan Agency ("MMA") acquired Momentous Insurance Brokerage Inc, a California-based full-service risk management and employee benefits firm specializing in high net worth private client services and insurance solutions for the entertainment industry, and Ironwood Insurance Services, LLC, an Atlanta-based broker that provides commercial property/casualty insurance, employee benefits, and private client solutions to mid-size businesses and individuals throughout the U.S. Total purchase consideration for acquisitions made during the three months ended March 31, 2020 was $245 million , which consisted of cash paid of $201 million and deferred purchase consideration and estimated contingent consideration of $44 million . Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of two to four years. The Company also paid $25 million of deferred purchase consideration and $13 million of contingent consideration related to acquisitions made in prior years. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment until purchase accounting is finalized. The following table presents the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed during 2020 based on the estimated fair values for the acquisitions as of their respective acquisition dates: Acquisitions through March 31, 2020 (In millions) Cash 201 Estimated fair value of deferred/contingent consideration 44 Total consideration $ 245 Allocation of purchase price: Cash and cash equivalents 1 Accounts receivable, net 9 Fixed assets, net 3 Other intangible assets 91 Goodwill 142 Other assets 4 Total assets acquired 250 Current liabilities 5 Total liabilities assumed 5 Net assets acquired $ 245 The purchase price allocation above is based on estimates that are preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments must be finalized during the measurement period, which for a particular asset, liability, or non-controlling interest ends once the acquirer determines that either (1) the necessary information has been obtained or (2) the information is not available. However, the measurement period for all items is limited to one year from the acquisition date. The estimation of fair value requires numerous judgments, assumptions and estimates about future events and uncertainties, which could materially impact these values, and the related amortization, where applicable, in the Company’s results of operations. The following chart provides information about intangible assets acquired during 2020 : Intangible assets through March 31, 2020 (In millions) Amount Weighted Average Amortization Period Client relationships $ 86 13 years Other 5 4 years $ 91 Dispositions In February 2020, the Company sold a portion of its investment in Alexander Forbes ("AF"), a South African company listed on the Johannesburg Stock Exchange (representing approximately 4% of AF) to an independent third party. At March 31, 2020, the Company owns approximately 31% of the common stock of AF. The Company expects to complete the sale of an additional 15% of AF shares during the second quarter of 2020. Upon completion of this transaction, the Company will no longer account for this investment under the equity method, and will record the change in fair value in each subsequent period as an investment gain or loss in the consolidated statement of income. Prior-Year Acquisitions On April 1, 2019, the Company completed the JLT Transaction and purchased all of the outstanding shares of JLT. Under the terms of the Transaction, JLT shareholders received £19.15 in cash for each JLT share, which valued JLT’s existing issued and to be issued share capital at approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31 : £1 ). The Company also assumed existing JLT long-term indebtedness of approximately $1 billion . The Company implemented the Transaction by way of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended. The Risk and Insurance Services segment completed five other acquisitions during 2019 . • February – MMA acquired Bouchard Insurance, Inc., a Florida-based full service agency and Employee Benefits Group, Inc., a Maryland-based independent insurance agency. • April – MMA acquired Lovitt & Touche, Inc., an Arizona-based insurance agency and The Centurion Group, LLC, a Pennsylvania-based retirement consulting, asset management and benefit plan advisory firm. • October – MMA acquired Benefits Reports Insurance Services, Inc., a Massachusetts-based independent insurance agency. Total purchase consideration for acquisitions made during the first three months of 2019 was $177 million , which consisted of cash paid of $142 million and deferred purchase consideration and estimated contingent consideration of $35 million . Contingent consideration arrangements are primarily based on EBITDA or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or EBITDA of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. For the first three months of 2019, the Company also paid $23 million of deferred purchase consideration and $35 million of contingent consideration related to acquisitions made in prior years. Prior year dispositions Subsequent to the JLT acquisition, the Company purchased the outstanding non-controlling interests of several JLT subsidiaries for cash payments of approximately $79 million . In January 2019, Marsh increased its equity ownership in Marsh India from 26% to 49% . Marsh India is accounted for under the equity method. During the third quarter of 2019, the Company completed the sale of a U.S. Specialty business at Marsh and a U.S. large market health and defined benefit business at Mercer for cash proceeds of approximately $60 million . Also, on June 1, 2019, the Company completed its disposition of JLT’s global aerospace business for cash proceeds of $165 million and contingent consideration receivable of approximately $65 million , based on the aerospace business achieving certain revenue milestones in 2020. The aerospace business was divested as part of the European Commission's approval of the JLT Transaction. Subsequent Event Transaction On April 1, 2020, MMA completed the acquisition of Assurance Holdings, Inc, an Illinois-based independent agency. Assurance is a full-service brokerage providing business insurance, employee benefits, private client insurance, and retirement services to businesses and individuals across the U.S. Pro-Forma Information The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2020 and 2019. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2019 and reflects acquisitions made in 2019 as if they occurred on January 1, 2018. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles and additional interest expense related to the issuance of debt related to the JLT Transaction. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results. Three Months Ended (In millions, except per share figures) 2020 2019 Revenue $ 4,657 $ 4,536 Net income attributable to the Company $ 754 $ 684 Basic net income per share attributable to the Company $ 1.49 $ 1.35 Diluted net income per share attributable to the Company $ 1.48 $ 1.34 The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the three month period ended March 31, 2020 include approximately $15 million of revenue and operating income of $4 million for acquisitions made in 2020. The consolidated statements of income for the three month period ended March 31, 2019 included approximately $4 million of revenue and an operating gain of less than $1 million related to acquisitions made in 2019. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. Alternatively, the company may elect to proceed directly to the quantitative goodwill impairment test. In 2019, the Company elected to perform a quantitative impairment assessment. Fair values of the reporting units were estimated using a market approach. Carrying values for the reporting units are based on balances at the prior quarter end and include directly identified assets and liabilities, as well as an allocation of those assets and liabilities not recorded at the reporting unit level. The Company completed its 2019 annual review in the third quarter and concluded goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value by a substantial margin. The recent developments in the COVID-19 pandemic have resulted in uncertainty in the global economy, and declines in equity markets, including in the Company’s share price. The Company considered whether such events would indicate an interim goodwill assessment should be performed. The Company considered its current projections, the Company’s share price in relation to the share price when the quantitative assessment was performed in the third quarter of 2019 and the substantial margin by which the fair values of the reporting units exceeded their carrying values. Based on its analysis, the Company concluded that the current events and circumstances related to the COVID-19 pandemic do not indicate an impairment of goodwill is more likely than not. Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature. The Company does not have any indefinite lived intangible assets. Changes in the carrying amount of goodwill are as follows: March 31, (In millions) 2020 2019 Balance as of January 1, $ 14,671 $ 9,599 Goodwill acquired 142 97 Other adjustments (a) (401 ) 43 Balance at March 31, $ 14,412 $ 9,739 (a) Primarily reflects the impact of foreign exchange. The entire amount of goodwill acquired of $142 million in 2020 , all of which is related to the Risk and Insurance Services segment, is deductible for tax purposes. The goodwill arising from the acquisitions consist largely of the synergies and economies of scale expected from combining the operations of the Company and the acquired entities and the trained and assembled workforce acquired. Goodwill allocable to the Company’s reportable segments at March 31, 2020 is as follows: Risk and Insurance Services, $11.3 billion and Consulting, $3.1 billion . The gross cost and accumulated amortization of identified intangible assets at March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 (In millions) Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Client Relationships $ 3,450 $ 951 $ 2,499 $ 3,494 $ 897 $ 2,597 Other (a) 373 209 164 380 203 177 Amortized intangibles $ 3,823 $ 1,160 $ 2,663 $ 3,874 $ 1,100 $ 2,774 (a) Primarily non-compete agreements, trade names and developed technology. Aggregate amortization expense for the three months ended March 31, 2020 and 2019 was $86 million and $51 million , respectively. The estimated future aggregate amortization expense is as follows: For the Years Ending December 31, (In millions) Estimated Expense 2020 (excludes amortization through March 31, 2020) $ 249 2021 325 2022 298 2023 277 2024 266 Subsequent years 1,248 $ 2,663 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows: Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds). Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds. Level 2. Assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets; b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently); c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans). Assets and liabilities using Level 2 inputs include treasury locks and an equity security. Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. Assets and liabilities measured using Level 3 inputs include assets and liabilities for contingent purchase consideration and the deal contingent foreign exchange contract (the "FX Contract") discussed in more detail in Note 11. Valuation Techniques Equity Securities, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00 . Contingent Purchase Consideration Assets and Liabilities – Level 3 Purchase consideration for some acquisitions and dispositions made by the Company include contingent consideration arrangements. Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization EBITDA or revenue targets over a period of two to four years. The fair value of the contingent purchase consideration asset and liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired and disposed entities. Foreign Exchange Forward Contract Liabilities - Level 3 In connection with the JLT Transaction, the Company entered into the FX Contract, to hedge the risk of appreciation of the GBP-denominated purchase price. The Company settled the FX Contract on April 1, 2019, upon completion of the JLT Transaction. The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 . Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) 03/31/20 12/31/19 03/31/20 12/31/19 03/31/20 12/31/19 03/31/20 12/31/19 Assets: Financial instruments owned: Exchange traded equity securities (a) $ 3 $ 4 $ — $ — $ — $ — $ 3 $ 4 Mutual funds (a) 138 166 — — — — 138 166 Money market funds (b) 408 55 — — — — 408 55 Other equity investment (a) — — 8 8 — — 8 8 Contingent purchase consideration asset (a) — — — — 82 84 82 84 Total assets measured at fair value $ 549 $ 225 $ 8 $ 8 $ 82 $ 84 $ 639 $ 317 Fiduciary Assets: U.S. Treasury Bills $ — $ 40 $ — $ — $ — $ — $ — $ 40 Money market funds 134 360 — — — — 134 360 Total fiduciary assets measured at fair value $ 134 $ 400 $ — $ — $ — $ — $ 134 $ 400 Liabilities: Contingent purchase consideration liability (c) $ — $ — $ — $ — $ 239 $ 225 $ 239 $ 225 Total liabilities measured at fair value $ — $ — $ — $ — $ 239 $ 225 $ 239 $ 225 (a) Included in other assets in the consolidated balance sheets. (b) Included in cash and cash equivalents in the consolidated balance sheets. (c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. The level 3 assets in the above chart reflect contingent purchase consideration from the sale of businesses during 2019, including accretion of approximately $1 million in the first quarter of 2020. During the three -month period ended March 31, 2020 , there were no assets or liabilities that were transferred between any of the levels. The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the three month periods ended March 31, 2020 and 2019 : Three Months Ended (In millions) 2020 2019 Balance at beginning of period $ 225 $ 508 Net Additions 30 11 Payments (13 ) (35 ) Revaluation Impact 1 11 Change in fair value of the FX contract — (42 ) Other (a) (4 ) 1 Balance at March 31, $ 239 $ 454 (a) Primarily reflects the impact of foreign exchange. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net increase in the estimated fair value of such liabilities for prior-period acquisitions of $1 million in the three -month period ended March 31, 2020 . A 5% increase in the projections used to estimate the contingent consideration would increase the liability by approximately $13 million . A 5% decrease would decrease the liability by approximately $17 million . Long-Term Investments The Company holds investments in certain private equity investments, public companies and private companies that are accounted for using the equity method of accounting. The carrying value of these investments was $371 million and $434 million at March 31, 2020 and December 31, 2019 , respectively. Investments Accounted For Using the Equity Method of Accounting Investments in Public and Private Companies As of March 31, 2020, the carrying value of the Company’s investment in Alexander Forbes was approximately $105 million . As of that day, the market value of the approximately 394 million shares of Alexander Forbes owned by the Company, based on the March 31, 2020 closing share price of 4.28 South African Rand per share, was approximately $94 million . See Note 8 to the consolidated financial statements for additional information regarding the pending sale of an additional portion of the Company's investment in AF. The Company has other investments in private insurance and consulting companies with a carrying value of $170 million and $183 million at March 31, 2020 and December 31, 2019 , respectively. The Company’s equity investments in insurance and consulting companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated statements of income and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments, some of which are on a one quarter lag basis. Private Equity Investments The Company's investments in private equity funds were $97 million and $107 million at March 31, 2020 and December 31, 2019 , respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings its proportionate share of the change in fair value of the funds on the investment income line in the consolidated statements of income. These investments are included in other assets in the consolidated balance sheets. The Company recorded net investment losses of $1 million from these investments for the three month period ended March 31, 2020 compared to net investment gains of $2 million for the same period in 2019 . Other Investments At March 31, 2020 and December 31, 2019 , the Company held certain equity investments with readily determinable market values of $18 million and $19 million , respectively. The Company recorded investment losses on these investments of $1 million in the three month period ended March 31, 2020 and investment gains of $3 million for the same period in 2019. The Company also held investments without readily determinable market values of $32 million and $67 million at March 31, 2020 and December 31, 2019 , respectively. In March 2019, the Company disposed of its investment in BenefitFocus for total proceeds of approximately $132 million . The Company received $115 million in the first quarter of 2019 and $17 million |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives On September 20, 2018, the Company entered into the FX Contract to purchase £5.2 billion at a contracted exchange rate, to hedge the risk of appreciation of the GBP-denominated purchase price of JLT, which was settled on April 1, 2019, upon the closing of the JLT Transaction. The FX Contract did not qualify for hedge accounting treatment under applicable accounting guidance, which required the Company to record the change in the fair value of the FX Contract on each reporting date to the statement of income. The Company recorded a gain of $42 million in the consolidated statement of income for the first quarter ended March 31, 2019, related to the FX Contract. In connection with the JLT Transaction, to hedge the economic risk of changes in future interest rates prior to its issuance of fixed rate debt, in the fourth quarter of 2018 the Company entered into treasury lock contracts related to $2 billion of senior notes issued in January 2019. The contracts were not designated as an accounting hedge. In January 2019, upon issuance of the $5 billion of senior notes, the Company settled the treasury lock derivatives and made a payment to its counter party for $122 million . A charge of $6 million was recorded in the first quarter of 2019 related to the settlement of the Treasury lock derivatives. In March 2019, the Company issued €1.1 billion of senior notes related to the JLT Transaction. See Note 14 for additional information related to the Euro senior note issuances. In connection with the senior note issuances, the Company entered into a forward exchange contract to hedge the economic risk of changes in foreign exchange rates from the issuance date to settlement date of the Euro senior notes. The Company recorded a charge of $7.3 million in the consolidated statement of income for the quarter ended March 31, 2019 upon settlement of this contract. Net Investment Hedge The Company has investments in various subsidiaries with Euro functional currencies. As a result, the Company is exposed to the risk of fluctuations between the Euro and U.S. dollar exchange rates. The Company designated its €1.1 billion senior note debt instruments ("euro notes") as a net investment hedge (the "Hedge") of its Euro denominated subsidiaries. The Hedge effectiveness is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80% of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match. If the Company concludes that the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in foreign currency translation gains (losses) in the consolidated balance sheet. The Company concluded that the hedge continues to be highly effective as of March 31, 2020. During 2020, the U.S. dollar value of the euro notes decreased $8 million through March 31 due to the impact of foreign exchange rates, with a corresponding increase to foreign currency translation gains (losses). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases A lease is defined as a party obtaining the right to use an asset legally owned by another party. The Company determines if an arrangement is a lease at inception. For operating leases entered into prior to January 1, 2019, the Right-of-Use ("ROU") assets and operating lease liabilities are recognized in the balance sheet based on the present value of the remaining future minimum payments over the lease term from the implementation date of the standard, January 1, 2019. The ROU asset was adjusted for unamortized lease incentives and restructuring liabilities that were reported, prior to January 1, 2019, as other liabilities in the consolidated balance sheet. For leases entered into subsequent to January 1, 2019, the operating lease ROU asset and operating lease liabilities are based on the present value of minimum payments over the lease term at commencement date of the lease. The Company uses discount rates to determine the present value of future lease payments. The Company primarily uses its incremental borrowing rate adjusted to reflect a secured rate, based on the information available for leases, including the lease term and interest rate environment in the country in which the lease exists. The lease terms used to calculate the ROU asset and lease liability may include options to extend or terminate when it is reasonably certain that the Company will exercise that option. The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 10 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third-parties and, in some instances contain renewal, expansion and termination options. The Company also subleases certain office facilities to third-parties when the Company no longer utilizes the space. None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options. In addition to the base rental costs, our lease agreements generally provide for rent escalations resulting from increased assessments for real estate taxes and other charges. A portion of our real estate lease portfolio contains base rents subject to annual changes in the Consumer Price Index ("CPI") as well as charges for operating expenses which are reimbursable to the landlord based on actual usage. Changes to the CPI and payments for such reimbursable operating expenses are considered variable and are recognized as variable lease costs in the period in which the obligation for those payments is incurred. As a practical expedient, the Company has elected an accounting policy not to separate non-lease components from lease components and instead, accounts for these components as a single lease component. The Company has made an accounting policy election not to recognize ROU assets and lease liabilities for leases that, at the commencement date, are for 12 months or less. Approximately 99% of the Company’s lease obligations are for the use of office space. All of the Company’s material leases are operating leases. The following chart provides additional information about the Company’s property leases: For the Three Months Ended March 31, (In millions) 2020 2019 Lease Cost: Operating lease cost $ 92 $ 82 Short-term lease cost 1 1 Variable lease cost 37 37 Sublease income (5 ) (4 ) Net lease cost $ 125 $ 116 Other information: Operating cash outflows from operating leases $ 103 $ 87 Right of use assets obtained in exchange for new operating lease liabilities $ 79 $ — Weighted-average remaining lease term – real estate 8.66 years 7.70 years Weighted-average discount rate – real estate leases 3.06 % 3.12 % Future minimum lease payments for the Company’s operating leases as of March 31, 2020 are as follows: Payment Dates (In millions) Real Estate Leases Remainder of 2020 $ 308 2021 361 2022 336 2023 293 2024 248 2025 222 Subsequent years 800 Total future lease payments 2,568 Less: Imputed interest (336 ) Total $ 2,232 Current lease liabilities $ 334 Long-term lease liabilities 1,898 Total lease liabilities $ 2,232 Note: Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as a right to use asset or liability in the consolidated balance sheets. As of March 31, 2020 , the Company had additional operating real estate leases that had not yet commenced of $32 million . These operating leases will commence over the next 12 months. |
Retirement Benefits
Retirement Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Defined Benefit Plan [Abstract] | |
Retirement Benefits | Retirement Benefits The Company maintains qualified and non-qualified defined benefit pension plans for some of its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit pension plans is to contribute amounts at least sufficient to meet the funding requirements set forth in accordance with applicable law. The target asset allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income. At March 31, 2020 the actual allocation for the Company's U.S. Plan was 60% equities and equity alternatives and 40% fixed income. The target allocation for the U.K. Plans at March 31, 2020 was 33% equities and equity alternatives and 67% fixed income. At March 31, 2020 , the actual allocation for the U.K. Plans was 30% equities and equity alternatives and 70% fixed income. The Company's U.K. Plans comprised approximately 81% of non-U.S. plan assets at December 31, 2019 . The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company generally uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges. JLT Defined Pension Plans As part of the JLT Transaction, the Company has assumed responsibility for a number of pension plans throughout the world, with $255 million of net pension liabilities as of December 31, 2019 (approximately $1,003 million in liabilities and $748 million of plan assets), the most significant of which is the Jardine Lloyd Thompson U.K. Pension Scheme ("JLT U.K. plan"). The JLT U.K. plan has a defined benefit section which was frozen to future accrual in 2006 and a defined contribution section. The assets of the scheme are held in a trustee administered fund separate from the Company. The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows: Combined U.S. and significant non-U.S. Plans Pension Benefits Post-retirement Benefits For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Service cost $ 8 $ 8 $ — $ — Interest cost 106 119 1 1 Expected return on plan assets (210 ) (213 ) — — Amortization of prior service (credit) cost — — (1 ) (1 ) Recognized actuarial loss 40 26 — — Net periodic benefit (credit) cost $ (56 ) $ (60 ) $ — $ — Settlement loss — 4 — — Total (credit) cost $ (56 ) $ (56 ) $ — $ — Amounts Recorded in the Consolidated Statement of Income Combined U.S. and significant non-U.S. Plans Pension Post-retirement For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Compensation and benefits expense (Operating income) $ 8 $ 8 $ — $ — Other net benefit credits (64 ) (64 ) — — Total (credit) cost $ (56 ) $ (56 ) $ — $ — U.S. Plans only Pension Post-retirement For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Interest cost $ 53 $ 60 $ — $ — Expected return on plan assets (86 ) (86 ) — — Recognized actuarial loss 18 11 — — Net periodic benefit credit $ (15 ) $ (15 ) $ — $ — Significant non-U.S. Plans only Pension Post-retirement For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Service cost $ 8 $ 8 $ — $ — Interest cost 53 59 1 1 Expected return on plan assets (124 ) (127 ) — — Amortization of prior service credit — — (1 ) (1 ) Recognized actuarial loss 22 15 — — Net periodic benefit (credit) cost $ (41 ) $ (45 ) $ — $ — Settlement loss — 4 — — Total (credit) cost $ (41 ) $ (41 ) $ — $ — The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows: Combined U.S. and significant non-U.S. Plans Pension Post-retirement March 31, 2020 2019 2020 2019 Weighted average assumptions: Expected return on plan assets 5.31 % 5.74 % — — Discount rate 2.57 % 3.48 % 2.72 % 3.65 % Rate of compensation increase 1.76 % 1.74 % — — The Company made approximately $27 million of contributions to its U.S. and non-U.S. defined benefit pension plans for the three months ended March 31, 2020 . After consideration of the deferral discussed below, the Company expects to contribute approximately $87 million to its U.S. and non-U.S. defined benefit pension plans during the remainder of 2020 . Pursuant to the terms of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), contributions previously due during 2020 will be deferred until January 1, 2021. As a result, the Company will defer funding of approximately $47 million to its U.S. qualified defined benefit plans until January 1, 2021. Defined Contribution Plans The Company maintains certain defined contribution plans ("DC Plans") for its employees, the most significant being in the U.S. and the U.K. The cost of the U.S. DC Plans was $37 million and $35 million for the three months ended March 31, 2020 and 2019 , respectively. The cost of the U.K. DC Plans was $31 million and $22 million for the three months ended March 31, 2020 and 2019 , respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt is as follows: (In millions) March 31, December 31, Short-term: Commercial paper $ 193 $ — Term loan facility - one year 500 — Revolving credit facility 1,000 — Current portion of long-term debt 716 1,215 2,409 1,215 Long-term: Senior notes – 2.35% due 2020 — 500 Senior notes – 3.50% due 2020 699 698 Senior notes – 4.80% due 2021 499 499 Senior notes - Floating rate due 2021 299 298 Senior notes – 2.75% due 2022 498 498 Senior notes – 3.30% due 2023 349 349 Senior notes – 4.05% due 2023 249 249 Senior notes – 3.50% due 2024 597 597 Senior notes – 3.875% due 2024 994 994 Senior notes – 3.50% due 2025 497 497 Senior notes – 1.349% due 2026 605 609 Senior notes – 3.75% due 2026 597 597 Senior notes – 4.375% due 2029 1,499 1,499 Senior notes – 1.979% due 2030 604 607 Senior notes – 5.875% due 2033 298 298 Senior notes – 4.75% due 2039 494 494 Senior notes – 4.35% due 2047 493 492 Senior notes – 4.20% due 2048 592 592 Senior notes – 4.90% due 2049 1,237 1,237 Mortgage – 5.70% due 2035 341 345 Term loan facility - two year 500 — Other 6 7 11,947 11,956 Less current portion 716 1,215 $ 11,231 $ 10,741 The senior notes in the table above are registered by the Company with the Securities and Exchange Commission and are not guaranteed. The Company has established a short-term debt financing program of up to $1.5 billion through the issuance of commercial paper. The proceeds from the issuance of commercial paper are used for general corporate purposes. The Company had $193 million of commercial paper outstanding at March 31, 2020 at an effective interest rate of 3.04% . Credit Facilities In October 2018, the Company and certain of its foreign subsidiaries increased its multi-currency five-year unsecured revolving credit facility from $1.5 billion to $1.8 billion . The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in October 2023 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. The facility includes a provision for determining a LIBOR successor rate in the event LIBOR reference rates are no longer available. In such case, the rate would be determined using an alternate reference rate that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (the “LIBOR successor rate”). If no LIBOR successor rate has been determined, the rate will be based on the higher of the rate announced publicly by Citibank, New York, NY, as its base rate or the fed funds rate plus a fixed margin. The Company had $1 billion of borrowings outstanding under this facility at March 31, 2020. In January 2020, the Company entered into two new term loan facilities: a $500 million one-year facility and a $500 million two-year facility. The interest rate on these facilities is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The facilities require the Company to maintain coverage ratios and leverage ratios consistent with the revolving credit facility discussed above. The facilities include a provision for determining a LIBOR successor rate in the event LIBOR reference rates are no longer available, which is expected to occur by the end of 2021.These facilities are expected to expire on or around the time that LIBOR is expected to be replaced by a successor rate. The Company had $1 billion of borrowings outstanding under these facilities at March 31, 2020. In April 2020, the Company entered into a new $1 billion unsecured revolving credit facility. The facility has similar coverage and leverage ratios as the facility discussed above. As of the date of this report the Company had no borrowings under this facility. In March 2019, the Company closed on $300 million one -year and $300 million three -year term loan facilities. The interest rate on these facilities is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The Company terminated these facilities during 2019. On September 18, 2018, the Company entered into a bridge loan agreement to finance the JLT Transaction. The bridge loan agreement provided for commitments in the aggregate principal amount of £5.2 billion . In 2018, the Company paid approximately $35 million of customary upfront fees related to the bridge loan at the inception of the loan commitment, of which $30 million was amortized in 2018 and $5 million in the first quarter of 2019 as interest expense based on the period of time the facility was expected to be in effect (including any loans outstanding). The Company terminated its bridge loan agreement on April 1, 2019. Senior Notes In March 2020, the Company repaid $500 million of maturing senior notes. In September 2019, the Company repaid $300 million of maturing senior notes. In connection with the closing of the JLT Transaction, the Company assumed approximately $1 billion of historical JLT indebtedness. In April and June of 2019, the Company repaid approximately $450 million and $553 million , respectively, representing all of JLT's debt it acquired upon the closing of the JLT Transaction. The Company incurred debt extinguishment costs of $32 million due to the debt repayments. Also in March 2019, the Company issued €550 million of 1.349% Senior Notes due 2026 and €550 million of 1.979% Senior Notes due 2030. In addition, the Company issued an additional $250 million of 4.375% Senior Notes due 2029, in March 2019. These notes constitute a further issuance of the 4.375% Senior Notes due 2029, of which $1.25 billion aggregate principal amount was issued in January 2019 (see below). After giving effect to the issuance of the notes, the Company has $1.5 billion aggregate principal amount of 4.375% Senior Notes due 2029. The Company used part of the net proceeds from these offerings, along with the $5 billion of Senior Notes issued in January 2019 (discussed above) primarily to fund the acquisition of JLT, including the payment of related fees and expenses, and to repay certain JLT indebtedness, as well as for general corporate purposes. In January 2019, the Company issued $700 million of 3.50% Senior Notes due 2020, $1 billion of 3.875% Senior Notes due 2024, $1.25 billion of 4.375% Senior Notes due 2029, $500 million of 4.75% Senior Notes due 2039, $1.25 billion of 4.90% Senior Notes due 2049 and $300 million of Floating Rate Senior Notes due 2021. The floating rate notes are based on LIBOR plus a fixed margin. These notes are due prior to the date that LIBOR is expected to be replaced by a successor rate, which is expected to occur in 2021. Fair Value of Short-term and Long-term Debt The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument. March 31, 2020 December 31, 2019 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Short-term debt $ 2,409 $ 2,416 $ 1,215 $ 1,229 Long-term debt $ 11,231 $ 12,033 $ 10,741 $ 11,953 The fair value of the Company’s short-term debt consists primarily of commercial paper, borrowings from the term loan and revolving credit facilities and term debt maturing within the next year and its fair value approximates its carrying value. The estimated fair value of a primary portion of the Company's long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short- and long-term debt would be classified as Level 2 in the fair value hierarchy. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs JLT Related Integration and Restructuring The Company is currently integrating JLT, which involves combining the business practices and co-locating colleagues in most geographies, rationalizing real estate leases around the world, realizing of synergies and migrating legacy JLT systems onto the Company's information technology environment and security protocols. The Company is also incurring cost for consulting fees related to integration management processes and legal fees related to rationalizing legal entity structures to reduce costs, mitigate risks and improve operational transparency. Costs will be recognized based on applicable accounting guidance which includes accounting for disposal or exit activities, guidance related to impairment of long lived assets (for right of use assets related to real estate leases), as well as other costs resulting from accelerated depreciation or amortization of leasehold improvements and other property and equipment. Based on its current estimates, the Company expects to incur costs of approximately $700 million in connection with the integration and restructuring of the combined businesses, primarily related to severance, real estate rationalization, information technology rationalization, consulting fees related to the management of the integration processes and legal fees related to the rationalization of legal entity structures. The Company incurred $335 million in 2019 and $80 million in the first quarter of 2020 and expects most of the remaining costs to be incurred in 2020, with a modest amount in 2021. These integration and restructuring plans may change during implementation, which may change our current cost and related savings estimates, as the Company continues to refine its detailed plans for each business and location. In connection with the JLT integration and restructuring, in the first quarter of 2020, the Company incurred costs of $80 million : $61 million in RIS, $10 million in Consulting, and $9 million in Corporate. The severance and related costs were included in compensation and benefits and the other costs were included in other operating expenses in the consolidated statement of income. Details of the JLT integration and restructuring activity from January 1, 2019 through March 31, 2020 , is as follows: (In millions) Severance Real Estate Related Costs (a) Information Technology (a) Consulting and Other Outside Services (b) Total Liability at 1/1/19 $ — $ — $ — $ — $ — 2019 Charges 154 38 45 98 335 Cash payments (112 ) (14 ) (45 ) (94 ) (265 ) Non-cash charges — (19 ) — (4 ) (23 ) Liability at 12/31/19 $ 42 $ 5 $ — $ — $ 47 2020 Charges 23 16 21 20 80 Cash payments (24 ) (4 ) (17 ) (16 ) (61 ) Non-cash charges — (12 ) — (1 ) (13 ) Liability at 3/31/2020 $ 41 $ 5 $ 4 $ 3 $ 53 (a) Includes data center contract termination costs and temporary infrastructure leasing costs. (b) Includes consulting fees related to the management of the integration processes and legal fees related to the rationalization of legal entity structures. Other Restructuring During 2018 and 2019, Marsh initiated programs to simplify its organization structure and realign and rebrand certain of its businesses. The Company incurred severance and consulting costs of $2 million for the three month period ended March 31, 2020 , related to these initiatives. During the fourth quarter of 2018, Mercer initiated a program to restructure its business to further optimize the way Mercer operates, setting up the Company for a more fluid and nimble structure and operating model for the future. The Company incurred restructuring severance and consulting costs of $4 million for the three month period ended March 31, 2020 related to this initiative. In addition to the changes discussed above, the Company incurred at Corporate $3 million of restructuring costs related to severance and future rent under non-cancelable leases. Details of the other restructuring activity from January 1, 2019 through March 31, 2020 , which includes liabilities from actions prior to 2020 , are as follows: (In millions) Liability at 1/1/19 Amounts Accrued Cash Paid Other Liability at 12/31/19 Amounts Accrued Cash Paid Other Liability at 3/31/2020 Severance $ 73 $ 73 $ (91 ) $ (4 ) $ 51 $ 5 $ (31 ) $ (1 ) $ 24 Future rent under non-cancelable leases and other costs 39 39 (21 ) (6 ) 51 4 (7 ) (4 ) $ 44 Total $ 112 $ 112 $ (112 ) $ (10 ) $ 102 $ 9 $ (38 ) $ (5 ) $ 68 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Common Stock There were no repurchases of the Company's common stock during the three month periods ended March 31, 2020 and March 31, 2019. The Company does not expect to repurchase shares for the remainder of 2020. In November 2019, the Board of Directors of the Company authorized the Company to repurchase up to $2.5 billion in shares of the Company's common stock, which superseded any prior authorizations. As of March 31, 2020 , the Company remained authorized to repurchase up to approximately $2.4 billion in shares of its common stock. There is no time limit on the authorization. The Company issued approximately 2.3 million and 3.2 million shares related to stock compensation and employee stock purchase plans during the first three months of 2020 and 2019 , respectively. |
Claims, Lawsuits And Other Cont
Claims, Lawsuits And Other Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Claims, Lawsuits, and Other Contingencies | Claims, Lawsuits and Other Contingencies Acquisition of Jardine Lloyd Thompson Group plc On April 1, 2019, the Company completed its previously announced acquisition of all of the outstanding shares of JLT. See Note 8 to the consolidated financial statements for additional information. Upon the consummation of the acquisition of JLT, the Company assumed the legal liabilities and became responsible for JLT’s litigation and regulatory exposures as of April 1, 2019. Litigation Matters The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial, investment advisory, and investment management services for corporate and public sector clients, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims may seek damages, including punitive and treble damages, in amounts that could be significant. In establishing liabilities for errors and omissions claims in accordance with FASB guidance on Contingencies - Loss Contingencies, the Company uses case level reviews by inside and outside counsel, and internal actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable. To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year. Governmental Inquiries and Enforcement Matters Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates. Risk and Insurance Services Segment • In April 2017, the Financial Conduct Authority in the United Kingdom (the "FCA") commenced a civil competition investigation into the aviation insurance and reinsurance sector. In connection with that investigation, the FCA carried out an on-site inspection at the London offices of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United Kingdom, and JLT Specialty Ltd., JLT's U.K. operating subsidiary. The FCA indicated that it had reasonable grounds for suspecting that Marsh Limited, JLT Specialty Ltd. and other participants in the market had been sharing competitively sensitive information within the aviation insurance and reinsurance broking sector. In October 2017, the Company received a notice that the Directorate-General for Competition of the European Commission had commenced a civil investigation of a number of insurance brokers, including both Marsh and JLT, regarding "the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area ("EEA"), as well as possible coordination between competitors." In light of the action taken by the European Commission, the FCA informed Marsh Limited and JLT Specialty Ltd. that it had discontinued its investigation under U.K. competition law. In May 2018, the FCA advised that it would not be taking any further action with Marsh Limited or JLT Specialty Ltd. in connection with this matter. In January 2019, the Company received a notice that the Administrative Council for Economic Defense anti-trust agency in Brazil had commenced an administrative proceeding against a number of insurance brokers, including both Marsh and JLT, and insurers “to investigate an alleged sharing of sensitive commercial and competitive confidential information" in the aviation insurance and reinsurance sector. • In 2017, JLT identified payments to a third-party introducer that had been directed to unapproved bank accounts. These payments related to reinsurance placements made on behalf of an Ecuadorian state-owned insurer. In early 2018, JLT voluntarily reported this matter to law enforcement authorities. In February and March 2020, money laundering charges were filed in the United States against a former employee of JLT, the principals of the third-party introducer and a former official of the state-owned insurer. We are cooperating with the ongoing investigations. At this time, we are unable to predict the likely timing, outcome or ultimate impact of the foregoing investigations or any related matters. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period. Consulting Segment In 2014, the FCA conducted a thematic review of the suitability of financial advice provided to individuals by a number of firms, including JLT’s employee benefits business, relating to enhanced transfer value ("ETV") pension transfers. In January 2015, the FCA notified JLT that it was commissioning a Skilled Person review of JLT’s ETV advice. In February 2019, prior to the completion of the acquisition, JLT recorded a gross liability of approximately £59 million (or approximately $77 million ) arising from the Skilled Person report and ETV review. Pending the outcome of the FCA’s review, and based on our review as of March 31, 2020, the Company has a gross liability of approximately £73 million (or approximately $91 million ) recorded on its consolidated balance sheet for the estimated liabilities and costs arising from this matter. We expect this gross liability to be partially offset by insurance and indemnification claims under existing arrangements. Other Contingencies-Guarantees In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee were reinsured up to £40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of March 31, 2020 , the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee. From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit. * * * * The pending proceedings described above and other matters not explicitly described in this Note 17 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages, fines, penalties or other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB guidance on Contingencies - Loss Contingencies. Except as described above, the Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company is organized based on the types of services provided. Under this structure, the Company’s segments are: ▪ Risk and Insurance Services , comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and ▪ Consulting , comprising Mercer and Oliver Wyman Group. The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2019 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed. Prior to being acquired by the Company, JLT operated in three segments: Specialty, Reinsurance and Employee Benefits. JLT operated in 41 countries, with significant revenue in the United Kingdom, Pacific, Asia and the United States. As of April 1, 2019, the historical JLT businesses were combined into MMC operations as follows: JLT Specialty is included by geography within Marsh, JLT Reinsurance is included in Guy Carpenter and the majority of JLT's Employee Benefits business was included in Mercer Health and Wealth. Selected information about the Company’s operating segments for the three -month periods ended March 31, 2020 and 2019 are as follows: Three Months Ended (In millions) Revenue Operating Income (Loss) 2020– Risk and Insurance Services $ 2,911 (a) $ 854 Consulting 1,762 (b) 282 Total Operating Segments 4,673 1,136 Corporate/Eliminations (22 ) (66 ) Total Consolidated $ 4,651 $ 1,070 2019– Risk and Insurance Services $ 2,423 (a) $ 733 Consulting 1,673 (b) 279 Total Operating Segments 4,096 1,012 Corporate/Eliminations (25 ) (74 ) Total Consolidated $ 4,071 $ 938 (a) Includes inter-segment revenue of $1 million in both 2020 and 2019 , interest income on fiduciary funds of $23 million in both 2020 and 2019 and equity method loss of $1 million in 2020 and equity method income of $2 million in 2019 . (b) Includes inter-segment revenue of $21 million and $24 million in 2020 and 2019 , respectively, interest income on fiduciary funds of $1 million in both 2020 and 2019 , and equity method income of $4 million and $5 million in 2020 and 2019 , respectively. Details of operating segment revenue for the three -month periods ended March 31, 2020 and 2019 are as follows: Three Months Ended (In millions) 2020 2019 Risk and Insurance Services Marsh $ 2,076 $ 1,753 Guy Carpenter 835 670 Total Risk and Insurance Services 2,911 2,423 Consulting Mercer 1,251 1,155 Oliver Wyman Group 511 518 Total Consulting 1,762 1,673 Total Operating Segments 4,673 4,096 Corporate / Eliminations (22 ) (25 ) Total $ 4,651 $ 4,071 |
New Accounting Guidance
New Accounting Guidance | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Guidance | New Accounting Guidance New Accounting Pronouncements Adopted Effective January 1, 2020: In August 2018, the FASB issued new guidance that amends required fair value measurement disclosures. The guidance adds new requirements, eliminates some current disclosures and modifies other required disclosures. The new disclosure requirements, along with modifications made to disclosures as a result of the change in requirements for narrative descriptions of measurement uncertainty, must be applied on a prospective basis. The effects of all other amendments included in the guidance must be applied retrospectively for all periods presented. The adoption of this guidance impacted disclosures only and did not have an impact on the Company's financial position or results of operations. In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The adoption of this standard is not expected to have a material impact on the Company's financial position or results of operations. In June 2016, the FASB issued new guidance on the impairment of financial instruments. The new guidance adds a CECL impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses. The new standard is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new standard makes targeted changes to the impairment model for available-for-sale debt securities. The adoption of this standard did not have a material impact on the Company's financial position or results of operations. New Accounting Pronouncements Effective January 1, 2019: The following new accounting standard was adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2019: Leases In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee is required to recognize assets and liabilities for leases. Consistent with legacy GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will depend on the classification of the lease as financing or operating. However, unlike legacy GAAP, which requires that only capital leases are recognized on the balance sheet, the new guidance requires that both operating and financing leases be recognized on the balance sheet. The Company adopted this new standard effective January 1, 2019, using a modified retrospective method, applying the new guidance as of the beginning of the year of adoption, with a cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2019. Therefore, prior period information has not been restated. The Company has elected the package of practical expedients, which among other things, allows historical lease classifications to be carried forward. The Company did not elect the hindsight practical expedient in determining lease term and impairment of an entity's ROU assets. On January 1, 2019, the Company recognized a lease liability of $1.9 billion and ROU asset of $1.7 billion , related to real estate operating leases. The ROU asset also reflected reclassification adjustments primarily from other liabilities related to existing deferred rent, unamortized lease incentives and restructuring liabilities of $0.2 billion upon adoption. There was no cumulative-effect adjustment required to be booked to retained earnings upon transition. The adoption of this standard did not have a material impact on our income statement as compared to prior periods. The following new accounting standards were adopted prospectively as of January 1, 2019: Derivatives and Hedging In August 2017, the FASB issued new guidance intended to refine and expand hedge accounting for both financial and commodity risks. The guidance creates more transparency around how economic results are presented in both the financial statements and the footnotes, as well as making targeted improvements to simplify the application of hedge accounting guidance. The Company adopted this guidance effective January 1, 2019. The adoption of this standard did not have an impact on the Company's financial position or results of operations. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued new guidance that allowed an entity to reclassify the stranded tax effects resulting from the Tax Cuts and Job Act (the "TCJA") from accumulated other comprehensive income ("AOCI") to retained earnings. The guidance is effective for the period beginning January 1, 2019. The Company elected not to reclassify the stranded income tax effects of the TCJA from AOCI to retained earnings. The adoption of this standard had no impact on the Company's financial position or results of operations. The Company’s accounting policy related to releasing income tax effects from AOCI follows the portfolio approach. New Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board ("FASB") issued guidance related to the accounting for income taxes. The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intraperiod tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods. The standard takes effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently evaluating the impact this standard will have on the Company’s financial position. In August 2018, the FASB issued new guidance that amends disclosures related to Defined Benefit Plans. The guidance removes disclosures that no longer are considered cost-beneficial, clarifies the specific requirements of certain disclosures, and adds disclosure requirements identified as relevant. The guidance must be applied on a retrospective basis. The guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. Adoption of this guidance will impact disclosures only and will not have an impact on the Company's financial position or results of operations. |
Principles of Consolidation a_2
Principles of Consolidation and Other Matters (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. |
Cash and Cash Equivalents | Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. |
Allowance for Credit Losses on Accounts Receivable | The Company’s policy for providing an allowance for current expected credit losses (“CECL”) on its accounts receivable is based on management’s best estimate of amounts that will be uncollectible primarily based on the Company’s historical experience of collections in its various businesses and other events that may affect the net realizable value of receivables. The charge related to expected credit losses was immaterial to the consolidated statement of income in the first quarter of 2020. |
Investments | The caption "Investment (loss) income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on the Company's investments in private equity funds. The Company holds investments in certain private equity funds that are accounted for under the equity method of accounting using a consistently applied three -month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments accounted for using the equity method of accounting are included in "other assets" in the consolidated balance sheets. |
Income Taxes | The Company's effective tax rate in the first quarter of 2020 was 23.8% compared with 23.0% in the first quarter of 2019 . The tax rates in both periods reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, tax legislation, changes in uncertain tax positions, deferred tax adjustments and nontaxable adjustments to contingent acquisition consideration. The excess tax benefit related to share-based payments is the most significant discrete item, reducing the effective tax rate by 2.6% and 3.2% in the first quarters of 2020 and 2019, respectively. The Company's tax rate reflects its income, statutory tax rates and tax planning in the various jurisdictions in which it operates. Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions. Losses in one jurisdiction, generally, cannot offset earnings in another, and within certain jurisdictions profits and losses may not offset between entities. Consequently, losses in certain jurisdictions may require valuation allowances affecting the effective tax rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitation. |
Fair Value Measurement | Fair Value Hierarchy The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows: Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds). Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds. Level 2. Assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets; b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently); c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans). Assets and liabilities using Level 2 inputs include treasury locks and an equity security. Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. Assets and liabilities measured using Level 3 inputs include assets and liabilities for contingent purchase consideration and the deal contingent foreign exchange contract (the "FX Contract") discussed in more detail in Note 11. Valuation Techniques Equity Securities, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00 . Contingent Purchase Consideration Assets and Liabilities – Level 3 Purchase consideration for some acquisitions and dispositions made by the Company include contingent consideration arrangements. Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization EBITDA or revenue targets over a period of two to four years. The fair value of the contingent purchase consideration asset and liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired and disposed entities. Foreign Exchange Forward Contract Liabilities - Level 3 In connection with the JLT Transaction, the Company entered into the FX Contract, to hedge the risk of appreciation of the GBP-denominated purchase price. The Company settled the FX Contract on April 1, 2019, upon completion of the JLT Transaction. |
New Accounting Pronouncements | New Accounting Guidance New Accounting Pronouncements Adopted Effective January 1, 2020: In August 2018, the FASB issued new guidance that amends required fair value measurement disclosures. The guidance adds new requirements, eliminates some current disclosures and modifies other required disclosures. The new disclosure requirements, along with modifications made to disclosures as a result of the change in requirements for narrative descriptions of measurement uncertainty, must be applied on a prospective basis. The effects of all other amendments included in the guidance must be applied retrospectively for all periods presented. The adoption of this guidance impacted disclosures only and did not have an impact on the Company's financial position or results of operations. In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The adoption of this standard is not expected to have a material impact on the Company's financial position or results of operations. In June 2016, the FASB issued new guidance on the impairment of financial instruments. The new guidance adds a CECL impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses. The new standard is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new standard makes targeted changes to the impairment model for available-for-sale debt securities. The adoption of this standard did not have a material impact on the Company's financial position or results of operations. New Accounting Pronouncements Effective January 1, 2019: The following new accounting standard was adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2019: Leases In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee is required to recognize assets and liabilities for leases. Consistent with legacy GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will depend on the classification of the lease as financing or operating. However, unlike legacy GAAP, which requires that only capital leases are recognized on the balance sheet, the new guidance requires that both operating and financing leases be recognized on the balance sheet. The Company adopted this new standard effective January 1, 2019, using a modified retrospective method, applying the new guidance as of the beginning of the year of adoption, with a cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2019. Therefore, prior period information has not been restated. The Company has elected the package of practical expedients, which among other things, allows historical lease classifications to be carried forward. The Company did not elect the hindsight practical expedient in determining lease term and impairment of an entity's ROU assets. On January 1, 2019, the Company recognized a lease liability of $1.9 billion and ROU asset of $1.7 billion , related to real estate operating leases. The ROU asset also reflected reclassification adjustments primarily from other liabilities related to existing deferred rent, unamortized lease incentives and restructuring liabilities of $0.2 billion upon adoption. There was no cumulative-effect adjustment required to be booked to retained earnings upon transition. The adoption of this standard did not have a material impact on our income statement as compared to prior periods. The following new accounting standards were adopted prospectively as of January 1, 2019: Derivatives and Hedging In August 2017, the FASB issued new guidance intended to refine and expand hedge accounting for both financial and commodity risks. The guidance creates more transparency around how economic results are presented in both the financial statements and the footnotes, as well as making targeted improvements to simplify the application of hedge accounting guidance. The Company adopted this guidance effective January 1, 2019. The adoption of this standard did not have an impact on the Company's financial position or results of operations. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued new guidance that allowed an entity to reclassify the stranded tax effects resulting from the Tax Cuts and Job Act (the "TCJA") from accumulated other comprehensive income ("AOCI") to retained earnings. The guidance is effective for the period beginning January 1, 2019. The Company elected not to reclassify the stranded income tax effects of the TCJA from AOCI to retained earnings. The adoption of this standard had no impact on the Company's financial position or results of operations. The Company’s accounting policy related to releasing income tax effects from AOCI follows the portfolio approach. New Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board ("FASB") issued guidance related to the accounting for income taxes. The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intraperiod tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods. The standard takes effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently evaluating the impact this standard will have on the Company’s financial position. In August 2018, the FASB issued new guidance that amends disclosures related to Defined Benefit Plans. The guidance removes disclosures that no longer are considered cost-beneficial, clarifies the specific requirements of certain disclosures, and adds disclosure requirements identified as relevant. The guidance must be applied on a retrospective basis. The guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. Adoption of this guidance will impact disclosures only and will not have an impact on the Company's financial position or results of operations. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following schedule disaggregates components of the Company's revenue: Three Months Ended (In millions) 2020 Marsh: EMEA $ 754 Asia Pacific 238 Latin America 91 Total International 1,083 U.S./Canada 978 Total Marsh 2,061 Guy Carpenter 827 Subtotal 2,888 Fiduciary interest income 23 Total Risk and Insurance Services $ 2,911 Mercer: Wealth $ 592 Health 486 Career 173 Total Mercer 1,251 Oliver Wyman 511 Total Consulting $ 1,762 |
Contract with Customer, Asset and Liability | The following schedule provides contract assets and contract liabilities information from contracts with customers. (In millions) March 31, 2020 December 31, 2019 Contract Assets $ 270 $ 207 Contract Liabilities $ 659 $ 593 |
Per Share Data (Tables)
Per Share Data (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted EPS Calculation | Basic and Diluted EPS Calculation Three Months Ended (In millions, except per share amounts) 2020 2019 Net income before non-controlling interests $ 767 $ 727 Less: Net income attributable to non-controlling interests 13 11 Net income attributable to the Company $ 754 $ 716 Basic weighted average common shares outstanding 505 505 Dilutive effect of potentially issuable common shares 5 6 Diluted weighted average common shares outstanding 510 511 Average stock price used to calculate common stock equivalents $ 107.10 $ 88.54 |
Supplemental Disclosures to t_2
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Additional Information Concerning Acquisitions, Interest and Income Taxes Paid | The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three -month periods ended March 31, 2020 and 2019 . (In millions) 2020 2019 Assets acquired, excluding cash $ 249 $ 180 Liabilities assumed (5 ) (5 ) Contingent/deferred purchase consideration (44 ) (35 ) Net cash outflow for current year acquisitions $ 200 $ 140 (In millions) 2020 2019 Interest paid $ 199 $ 98 Income taxes paid, net of refunds $ 136 $ 131 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes, net of tax, in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three -month periods ended March 31, 2020 and 2019 , including amounts reclassified out of AOCI, are as follows: (In millions) Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Gains (Losses) Total Gains (Losses) Balance as of December 31, 2019 $ (3,512 ) $ (1,543 ) $ (5,055 ) Other comprehensive income before reclassifications 109 (930 ) (821 ) Amounts reclassified from accumulated other comprehensive income 29 — 29 Net current period other comprehensive income (loss) 138 (930 ) (792 ) Balance as of March 31, 2020 $ (3,374 ) $ (2,473 ) $ (5,847 ) (In millions) Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Gains (Losses) Total Gains (Losses) Balance as of December 31, 2018 $ (2,953 ) $ (1,694 ) $ (4,647 ) Other comprehensive income (loss) before reclassifications (59 ) 94 35 Amounts reclassified from accumulated other comprehensive income 22 — 22 Net current period other comprehensive income (loss) (37 ) 94 57 Balance as of March 31, 2019 $ (2,990 ) $ (1,600 ) $ (4,590 ) |
Schedule of Components of Comprehensive Income (Loss) | The components of other comprehensive income (loss) for the three -month periods ended March 31, 2020 and 2019 are as follows: Three Months Ended March 31, 2020 2019 (In millions) Pre-Tax Tax (Credit) Net of Tax Pre-Tax Tax (Credit) Net of Tax Foreign currency translation adjustments $ (941 ) $ (11 ) $ (930 ) $ 96 $ 2 $ 94 Pension/post-retirement plans: Amortization of (gains) losses included in net periodic pension cost: Prior service credits (a) — — — (1 ) — (1 ) Net actuarial losses (a) 40 11 29 26 6 20 Effect of settlement (a) — — — 4 1 3 Subtotal 40 11 29 29 7 22 Foreign currency translation adjustments 135 26 109 (72 ) (13 ) (59 ) Pension/post-retirement plans gains (loss) 175 37 138 (43 ) (6 ) (37 ) Other comprehensive (loss) income $ (766 ) $ 26 $ (792 ) $ 53 $ (4 ) $ 57 (a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Income tax expense on net actuarial losses are included in income tax expense. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule For Allocation of Acquisition Costs | The following table presents the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed during 2020 based on the estimated fair values for the acquisitions as of their respective acquisition dates: Acquisitions through March 31, 2020 (In millions) Cash 201 Estimated fair value of deferred/contingent consideration 44 Total consideration $ 245 Allocation of purchase price: Cash and cash equivalents 1 Accounts receivable, net 9 Fixed assets, net 3 Other intangible assets 91 Goodwill 142 Other assets 4 Total assets acquired 250 Current liabilities 5 Total liabilities assumed 5 Net assets acquired $ 245 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following chart provides information about intangible assets acquired during 2020 : Intangible assets through March 31, 2020 (In millions) Amount Weighted Average Amortization Period Client relationships $ 86 13 years Other 5 4 years $ 91 |
Pro-Forma Information | The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2020 and 2019. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2019 and reflects acquisitions made in 2019 as if they occurred on January 1, 2018. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles and additional interest expense related to the issuance of debt related to the JLT Transaction. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results. Three Months Ended (In millions, except per share figures) 2020 2019 Revenue $ 4,657 $ 4,536 Net income attributable to the Company $ 754 $ 684 Basic net income per share attributable to the Company $ 1.49 $ 1.35 Diluted net income per share attributable to the Company $ 1.48 $ 1.34 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: March 31, (In millions) 2020 2019 Balance as of January 1, $ 14,671 $ 9,599 Goodwill acquired 142 97 Other adjustments (a) (401 ) 43 Balance at March 31, $ 14,412 $ 9,739 (a) Primarily reflects the impact of foreign exchange. |
Amortized Intangible Assets | The gross cost and accumulated amortization of identified intangible assets at March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 (In millions) Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Client Relationships $ 3,450 $ 951 $ 2,499 $ 3,494 $ 897 $ 2,597 Other (a) 373 209 164 380 203 177 Amortized intangibles $ 3,823 $ 1,160 $ 2,663 $ 3,874 $ 1,100 $ 2,774 (a) Primarily non-compete agreements, trade names and developed technology. |
Estimated Future Aggregate Amortization Expense | The estimated future aggregate amortization expense is as follows: For the Years Ending December 31, (In millions) Estimated Expense 2020 (excludes amortization through March 31, 2020) $ 249 2021 325 2022 298 2023 277 2024 266 Subsequent years 1,248 $ 2,663 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 . Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) 03/31/20 12/31/19 03/31/20 12/31/19 03/31/20 12/31/19 03/31/20 12/31/19 Assets: Financial instruments owned: Exchange traded equity securities (a) $ 3 $ 4 $ — $ — $ — $ — $ 3 $ 4 Mutual funds (a) 138 166 — — — — 138 166 Money market funds (b) 408 55 — — — — 408 55 Other equity investment (a) — — 8 8 — — 8 8 Contingent purchase consideration asset (a) — — — — 82 84 82 84 Total assets measured at fair value $ 549 $ 225 $ 8 $ 8 $ 82 $ 84 $ 639 $ 317 Fiduciary Assets: U.S. Treasury Bills $ — $ 40 $ — $ — $ — $ — $ — $ 40 Money market funds 134 360 — — — — 134 360 Total fiduciary assets measured at fair value $ 134 $ 400 $ — $ — $ — $ — $ 134 $ 400 Liabilities: Contingent purchase consideration liability (c) $ — $ — $ — $ — $ 239 $ 225 $ 239 $ 225 Total liabilities measured at fair value $ — $ — $ — $ — $ 239 $ 225 $ 239 $ 225 (a) Included in other assets in the consolidated balance sheets. (b) Included in cash and cash equivalents in the consolidated balance sheets. (c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. |
Changes in Fair Value of Level 3 Liabilities Representing Acquisition Related Contingent Consideration | The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the three month periods ended March 31, 2020 and 2019 : Three Months Ended (In millions) 2020 2019 Balance at beginning of period $ 225 $ 508 Net Additions 30 11 Payments (13 ) (35 ) Revaluation Impact 1 11 Change in fair value of the FX contract — (42 ) Other (a) (4 ) 1 Balance at March 31, $ 239 $ 454 (a) Primarily reflects the impact of foreign exchange. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease Cost and Additional Information | The following chart provides additional information about the Company’s property leases: For the Three Months Ended March 31, (In millions) 2020 2019 Lease Cost: Operating lease cost $ 92 $ 82 Short-term lease cost 1 1 Variable lease cost 37 37 Sublease income (5 ) (4 ) Net lease cost $ 125 $ 116 Other information: Operating cash outflows from operating leases $ 103 $ 87 Right of use assets obtained in exchange for new operating lease liabilities $ 79 $ — Weighted-average remaining lease term – real estate 8.66 years 7.70 years Weighted-average discount rate – real estate leases 3.06 % 3.12 % |
Future Minimum Lease Payments for Operating Leases | Future minimum lease payments for the Company’s operating leases as of March 31, 2020 are as follows: Payment Dates (In millions) Real Estate Leases Remainder of 2020 $ 308 2021 361 2022 336 2023 293 2024 248 2025 222 Subsequent years 800 Total future lease payments 2,568 Less: Imputed interest (336 ) Total $ 2,232 Current lease liabilities $ 334 Long-term lease liabilities 1,898 Total lease liabilities $ 2,232 Note: Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as a right to use asset or liability in the consolidated balance sheets. |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Defined Benefit Plan [Abstract] | |
Schedule of Net Benefit Costs | The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows: Combined U.S. and significant non-U.S. Plans Pension Benefits Post-retirement Benefits For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Service cost $ 8 $ 8 $ — $ — Interest cost 106 119 1 1 Expected return on plan assets (210 ) (213 ) — — Amortization of prior service (credit) cost — — (1 ) (1 ) Recognized actuarial loss 40 26 — — Net periodic benefit (credit) cost $ (56 ) $ (60 ) $ — $ — Settlement loss — 4 — — Total (credit) cost $ (56 ) $ (56 ) $ — $ — Amounts Recorded in the Consolidated Statement of Income Combined U.S. and significant non-U.S. Plans Pension Post-retirement For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Compensation and benefits expense (Operating income) $ 8 $ 8 $ — $ — Other net benefit credits (64 ) (64 ) — — Total (credit) cost $ (56 ) $ (56 ) $ — $ — U.S. Plans only Pension Post-retirement For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Interest cost $ 53 $ 60 $ — $ — Expected return on plan assets (86 ) (86 ) — — Recognized actuarial loss 18 11 — — Net periodic benefit credit $ (15 ) $ (15 ) $ — $ — Significant non-U.S. Plans only Pension Post-retirement For the Three Months Ended March 31, (In millions) 2020 2019 2020 2019 Service cost $ 8 $ 8 $ — $ — Interest cost 53 59 1 1 Expected return on plan assets (124 ) (127 ) — — Amortization of prior service credit — — (1 ) (1 ) Recognized actuarial loss 22 15 — — Net periodic benefit (credit) cost $ (41 ) $ (45 ) $ — $ — Settlement loss — 4 — — Total (credit) cost $ (41 ) $ (41 ) $ — $ — |
Schedule of Assumptions Used | The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows: Combined U.S. and significant non-U.S. Plans Pension Post-retirement March 31, 2020 2019 2020 2019 Weighted average assumptions: Expected return on plan assets 5.31 % 5.74 % — — Discount rate 2.57 % 3.48 % 2.72 % 3.65 % Rate of compensation increase 1.76 % 1.74 % — — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company’s outstanding debt is as follows: (In millions) March 31, December 31, Short-term: Commercial paper $ 193 $ — Term loan facility - one year 500 — Revolving credit facility 1,000 — Current portion of long-term debt 716 1,215 2,409 1,215 Long-term: Senior notes – 2.35% due 2020 — 500 Senior notes – 3.50% due 2020 699 698 Senior notes – 4.80% due 2021 499 499 Senior notes - Floating rate due 2021 299 298 Senior notes – 2.75% due 2022 498 498 Senior notes – 3.30% due 2023 349 349 Senior notes – 4.05% due 2023 249 249 Senior notes – 3.50% due 2024 597 597 Senior notes – 3.875% due 2024 994 994 Senior notes – 3.50% due 2025 497 497 Senior notes – 1.349% due 2026 605 609 Senior notes – 3.75% due 2026 597 597 Senior notes – 4.375% due 2029 1,499 1,499 Senior notes – 1.979% due 2030 604 607 Senior notes – 5.875% due 2033 298 298 Senior notes – 4.75% due 2039 494 494 Senior notes – 4.35% due 2047 493 492 Senior notes – 4.20% due 2048 592 592 Senior notes – 4.90% due 2049 1,237 1,237 Mortgage – 5.70% due 2035 341 345 Term loan facility - two year 500 — Other 6 7 11,947 11,956 Less current portion 716 1,215 $ 11,231 $ 10,741 |
Estimated Fair Value Of Significant Financial Instruments | The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument. March 31, 2020 December 31, 2019 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Short-term debt $ 2,409 $ 2,416 $ 1,215 $ 1,229 Long-term debt $ 11,231 $ 12,033 $ 10,741 $ 11,953 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Details of the JLT integration and restructuring activity from January 1, 2019 through March 31, 2020 , is as follows: (In millions) Severance Real Estate Related Costs (a) Information Technology (a) Consulting and Other Outside Services (b) Total Liability at 1/1/19 $ — $ — $ — $ — $ — 2019 Charges 154 38 45 98 335 Cash payments (112 ) (14 ) (45 ) (94 ) (265 ) Non-cash charges — (19 ) — (4 ) (23 ) Liability at 12/31/19 $ 42 $ 5 $ — $ — $ 47 2020 Charges 23 16 21 20 80 Cash payments (24 ) (4 ) (17 ) (16 ) (61 ) Non-cash charges — (12 ) — (1 ) (13 ) Liability at 3/31/2020 $ 41 $ 5 $ 4 $ 3 $ 53 (a) Includes data center contract termination costs and temporary infrastructure leasing costs. (b) Includes consulting fees related to the management of the integration processes and legal fees related to the rationalization of legal entity structures. Details of the other restructuring activity from January 1, 2019 through March 31, 2020 , which includes liabilities from actions prior to 2020 , are as follows: (In millions) Liability at 1/1/19 Amounts Accrued Cash Paid Other Liability at 12/31/19 Amounts Accrued Cash Paid Other Liability at 3/31/2020 Severance $ 73 $ 73 $ (91 ) $ (4 ) $ 51 $ 5 $ (31 ) $ (1 ) $ 24 Future rent under non-cancelable leases and other costs 39 39 (21 ) (6 ) 51 4 (7 ) (4 ) $ 44 Total $ 112 $ 112 $ (112 ) $ (10 ) $ 102 $ 9 $ (38 ) $ (5 ) $ 68 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Selected Information And Details For MMC's Operating Segments | Selected information about the Company’s operating segments for the three -month periods ended March 31, 2020 and 2019 are as follows: Three Months Ended (In millions) Revenue Operating Income (Loss) 2020– Risk and Insurance Services $ 2,911 (a) $ 854 Consulting 1,762 (b) 282 Total Operating Segments 4,673 1,136 Corporate/Eliminations (22 ) (66 ) Total Consolidated $ 4,651 $ 1,070 2019– Risk and Insurance Services $ 2,423 (a) $ 733 Consulting 1,673 (b) 279 Total Operating Segments 4,096 1,012 Corporate/Eliminations (25 ) (74 ) Total Consolidated $ 4,071 $ 938 (a) Includes inter-segment revenue of $1 million in both 2020 and 2019 , interest income on fiduciary funds of $23 million in both 2020 and 2019 and equity method loss of $1 million in 2020 and equity method income of $2 million in 2019 . (b) Includes inter-segment revenue of $21 million and $24 million in 2020 and 2019 , respectively, interest income on fiduciary funds of $1 million in both 2020 and 2019 , and equity method income of $4 million and $5 million in 2020 and 2019 , respectively. |
Details of Operating Segment Revenue | Details of operating segment revenue for the three -month periods ended March 31, 2020 and 2019 are as follows: Three Months Ended (In millions) 2020 2019 Risk and Insurance Services Marsh $ 2,076 $ 1,753 Guy Carpenter 835 670 Total Risk and Insurance Services 2,911 2,423 Consulting Mercer 1,251 1,155 Oliver Wyman Group 511 518 Total Consulting 1,762 1,673 Total Operating Segments 4,673 4,096 Corporate / Eliminations (22 ) (25 ) Total $ 4,651 $ 4,071 |
Nature of Operations (Details)
Nature of Operations (Details) colleague in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)colleaguecountry | Mar. 31, 2019USD ($) | |
Nature of Operations [Line Items] | ||
Entity number of colleagues | colleague | 76 | |
Revenue | $ 4,651 | $ 4,071 |
Number of countries in which entity operates (more than) | country | 130 | |
Support fund | $ 5 | |
Marsh & McLennan Companies, Inc. | ||
Nature of Operations [Line Items] | ||
Revenue | $ 17,000 |
Principles of Consolidation A_3
Principles of Consolidation And Other Matters (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Operating funds related to regulatory requirements or as collateral under captive insurance arrangements | $ 202,000,000 | $ 197,000,000 | |
Equity method investments lag period | 3 months | ||
Gain (loss) on investment income, net | $ (2,000,000) | $ 5,000,000 | |
Gain (loss) on equity securities | $ (1,000,000) | $ 3,000,000 | |
Effective tax rate (as a percent) | 23.80% | 23.00% | |
Tax benefit related to share based payments | (2.60%) | (3.20%) | |
Unrecognized tax benefits | $ 82,000,000 | $ 86,000,000 | |
Minimum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Reasonably possible decrease in unrecognized tax benefits | 0 | ||
Maximum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Reasonably possible decrease in unrecognized tax benefits | $ 13,000,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,651 | $ 4,071 |
Risk and Insurance Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,911 | |
Fiduciary interest income | 23 | |
Risk and Insurance Services Segment | EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 754 | |
Risk and Insurance Services Segment | Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 238 | |
Risk and Insurance Services Segment | Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 91 | |
Risk and Insurance Services Segment | Total International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,083 | |
Risk and Insurance Services Segment | U.S./Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 978 | |
Consulting Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,762 | |
Consulting Segment | Wealth | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 592 | |
Consulting Segment | Health | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 486 | |
Consulting Segment | Career | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 173 | |
Marsh Insurance Group | Risk and Insurance Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,061 | |
Guy Carpenter Reinsurance Group | Risk and Insurance Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 827 | |
Marsh & Guy Carpenter | Risk and Insurance Services Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,888 | |
Mercer Consulting Group | Consulting Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,251 | |
Oliver Wyman Group Consulting Group | Consulting Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 511 |
Revenue - Contract Assets and C
Revenue - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract Assets | $ 270 | $ 207 |
Contract Liabilities | $ 659 | $ 593 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized that was included in the contract liability balance at the beginning of the period | $ 289 | $ 169 |
Performance obligation satisfied in previous period | 29 | $ 17 |
Marsh Insurance Group | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation | 36 | |
Mercer Consulting Group | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation | 221 | |
Oliver Wyman Group Consulting Group | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation | $ 2 |
Revenue - Estimated Revenue Exp
Revenue - Estimated Revenue Expected to Be Recognized Related to Performance Obligations (Details) $ in Millions | Mar. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 142 |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 65 |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 37 |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 10 |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 5 |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years) |
Fiduciary Assets and Liabilit_2
Fiduciary Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fiduciary Assets and Liabilities [Line Items] | |||
Net uncollected premiums and claims receivable and payable | $ 9,700 | $ 8,900 | |
Risk and Insurance Services Segment | |||
Fiduciary Assets and Liabilities [Line Items] | |||
Interest on fiduciary funds | 23 | ||
Operating Segments | Risk and Insurance Services Segment | |||
Fiduciary Assets and Liabilities [Line Items] | |||
Interest on fiduciary funds | 23 | $ 23 | |
Operating Segments | Consulting Segment | |||
Fiduciary Assets and Liabilities [Line Items] | |||
Interest on fiduciary funds | $ 1 | $ 1 |
Per Share Data (Basic and Dilut
Per Share Data (Basic and Diluted EPS Calculation Continuing Operations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net income before non-controlling interests | $ 767 | $ 727 |
Less: Net income attributable to non-controlling interests | 13 | 11 |
Net income attributable to the Company | $ 754 | $ 716 |
Basic weighted average common shares outstanding (in shares) | 505 | 505 |
Dilutive effect of potentially issuable common shares (in shares) | 5 | 6 |
Diluted weighted average common shares outstanding (in shares) | 510 | 511 |
Average stock price used to calculate common stock equivalents (in dollars per share) | $ 107.10 | $ 88.54 |
Supplemental Disclosures to t_3
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Additional Information Concerning Acquisitions, Interest And Income Taxes Paid) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Assets acquired, excluding cash | $ 249 | $ 180 |
Liabilities assumed | (5) | (5) |
Contingent/deferred purchase consideration | (44) | (35) |
Net cash outflow for current year acquisitions | 200 | 140 |
Interest paid | 199 | 98 |
Income taxes paid, net of refunds | $ 136 | $ 131 |
Supplemental Disclosures to t_4
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Deferred and contingent consideration from prior years acquisition | $ 29 | $ 29 |
Deferred purchase consideration from prior years' acquisitions | 25 | 23 |
Contingent consideration from prior year's acquisitions | 4 | 6 |
Net charge for adjustments related to acquisition related accounts | 1 | 11 |
Payment of contingent consideration | 9 | 29 |
Non-cash issuance of common stock | 201 | 158 |
Stock-based compensation expense, equity awards | 72 | 57 |
Proceeds from issuance of debt | $ 0 | 6,462 |
Proceeds from interest earned | 25 | |
Payments on acquisition related derivative contracts | $ 129 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Schedule of Components of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | $ 7,943 | |
Other comprehensive income before reclassifications | (821) | $ 35 |
Amounts reclassified from accumulated other comprehensive income | 29 | 22 |
Other comprehensive (loss) income, net of tax | (792) | 57 |
Balance, end of period | 7,451 | 7,986 |
Cash | 201 | 142 |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | (5,055) | (4,647) |
Other comprehensive (loss) income, net of tax | (792) | 57 |
Balance, end of period | (5,847) | (4,590) |
Pension/Post-Retirement Plans Gains (Losses) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | (3,512) | (2,953) |
Other comprehensive income before reclassifications | 109 | (59) |
Amounts reclassified from accumulated other comprehensive income | 29 | 22 |
Other comprehensive (loss) income, net of tax | 138 | (37) |
Balance, end of period | (3,374) | (2,990) |
Foreign Currency Translation Gains (Losses) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | (1,543) | (1,694) |
Other comprehensive income before reclassifications | (930) | 94 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Other comprehensive (loss) income, net of tax | (930) | 94 |
Balance, end of period | $ (2,473) | $ (1,600) |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) (Schedule Of Components Of Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Foreign currency translation adjustments, Pre-Tax | $ (941) | $ 96 |
Foreign currency translation adjustments, Tax | (11) | 2 |
Foreign currency translation adjustments, Net of Tax | (930) | 94 |
Pension/post-retirement plans: | ||
Prior services credits, Pre-Tax | 0 | (1) |
Prior service credits, Tax | 0 | 0 |
Prior service credits, Net of Tax | 0 | (1) |
Net actuarial loss, Pre-Tax | 40 | 26 |
Net actuarial loss, Tax | 11 | 6 |
Net actuarial loss, Net of Tax | 29 | 20 |
Effect of settlement, Pre-tax | 0 | 4 |
Effect of settlement, Tax | 0 | 1 |
Effect of settlement, Net of Tax | 0 | 3 |
Subtotal, Pre-Tax | 40 | 29 |
Subtotal, Tax | 11 | 7 |
Subtotal, Net of Tax | 29 | 22 |
Foreign currency translation adjustment, Pre-Tax | 135 | (72) |
Foreign currency translation adjustment, Tax | 26 | (13) |
Foreign currency translation adjustment, Net of Tax | 109 | (59) |
Pension/post-retirement plans (losses) gains, Pre-Tax | 175 | (43) |
Pension/post-retirement plans (losses) gains, Tax | 37 | (6) |
Pension/post-retirement plans (losses) gains, Net of Tax | 138 | (37) |
Other comprehensive (loss) income, before tax | (766) | 53 |
Other comprehensive (loss) income, Tax | 26 | (4) |
Other comprehensive (loss) income, net of tax | $ (792) | $ 57 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Narrative) (Details) £ / shares in Units, $ in Millions, £ in Billions | Jun. 01, 2019USD ($) | Apr. 01, 2019USD ($)$ / £ | Apr. 01, 2019GBP (£)£ / shares$ / £ | Sep. 20, 2018GBP (£) | Mar. 31, 2020USD ($)acquisition | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019acquisition | Jun. 30, 2020 | Feb. 29, 2020 | Jan. 01, 2019 |
Business Acquisition [Line Items] | ||||||||||||
Total consideration | $ 245 | $ 177 | ||||||||||
Cash paid | 201 | 142 | ||||||||||
Estimated fair value of deferred/contingent consideration | 44 | 35 | ||||||||||
Deferred purchase consideration from prior years' acquisitions | 25 | 23 | ||||||||||
Contingent consideration from prior year's acquisitions | 4 | 6 | ||||||||||
Assumption of debt | 5 | 5 | ||||||||||
Payments to acquire outstanding minority interests of subsidiaries | 0 | 88 | $ 79 | |||||||||
Prior Fiscal Periods Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Deferred purchase consideration from prior years' acquisitions | 25 | 23 | ||||||||||
Contingent consideration from prior year's acquisitions | 13 | 35 | ||||||||||
Jardine Lloyd Thompson Group plc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | £ | £ 5.2 | |||||||||||
Business acquisition, share price (in gbp per share) | £ / shares | £ 19.15 | |||||||||||
Equity interests issued and issuable | $ 5,600 | £ 4.3 | ||||||||||
Business combination, exchange rate | $ / £ | 1.31 | 1.31 | ||||||||||
Assumption of debt | $ 1,000 | |||||||||||
Current Fiscal Period Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | 245 | |||||||||||
Cash paid | 201 | |||||||||||
Estimated fair value of deferred/contingent consideration | 44 | |||||||||||
Revenue related to acquisitions | 15 | 4 | ||||||||||
Operating (loss) income related to acquisitions | $ 4 | $ 1 | ||||||||||
Risk and Insurance Services Segment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of acquisitions made (in acquisitions) | acquisition | 2 | 5 | ||||||||||
Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue target period (in years) | 2 years | |||||||||||
Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue target period (in years) | 4 years | |||||||||||
Alexander Forbes Group Holdings Limited | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of equity method investment sold | 4.00% | |||||||||||
Percentage of ownership in equity investment | 31.00% | |||||||||||
Marsh India | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of ownership in equity investment | 26.00% | 26.00% | 49.00% | |||||||||
Specialty Business and Large Market Health and Defined Benefit Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Disposal group, consideration | $ 60 | |||||||||||
JLT’s Global Aerospace Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Disposal group, consideration | $ 165 | |||||||||||
Contingent consideration receivable | $ 65 | |||||||||||
Forecast | Alexander Forbes Group Holdings Limited | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of equity method investment sold | 15.00% |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Allocation Of Acquisition Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Cash | $ 201 | $ 142 | ||
Estimated fair value of deferred/contingent consideration | 44 | 35 | ||
Total consideration | 245 | 177 | ||
Allocation of purchase price: | ||||
Goodwill | 14,412 | $ 9,739 | $ 14,671 | $ 9,599 |
Current Fiscal Period Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash | 201 | |||
Estimated fair value of deferred/contingent consideration | 44 | |||
Total consideration | 245 | |||
Allocation of purchase price: | ||||
Cash and cash equivalents | 1 | |||
Accounts receivable, net | 9 | |||
Fixed assets, net | 3 | |||
Other intangible assets | 91 | |||
Goodwill | 142 | |||
Other assets | 4 | |||
Total assets acquired | 250 | |||
Current liabilities | 5 | |||
Total liabilities assumed | 5 | |||
Net assets acquired | $ 245 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions (Acquired Finite-Lived Intangible Assets) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 91 |
Client relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 86 |
Finite-lived intangible assets, remaining amortization period | 13 years |
Other | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 5 |
Finite-lived intangible assets, remaining amortization period | 4 years |
Acquisitions and Dispositions_5
Acquisitions and Dispositions (Pro-Forma Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 4,657 | $ 4,536 |
Net income attributable to the Company | $ 754 | $ 684 |
Basic net income per share attributable to the Company (in dollars per share) | $ 1.49 | $ 1.35 |
Diluted net income per share attributable to the Company (in dollars per share) | $ 1.48 | $ 1.34 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Goodwill acquired | $ 142 | $ 97 | ||
Goodwill | 14,412 | 9,739 | $ 14,671 | $ 9,599 |
Aggregate amortization expense | 86 | $ 51 | ||
Risk and Insurance Services Segment | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 11,300 | |||
Consulting Segment | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 3,100 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance as of January 1, | $ 14,671 | $ 9,599 |
Goodwill acquired | 142 | 97 |
Other adjustments | (401) | 43 |
Balance at March 31, | $ 14,412 | $ 9,739 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles (Amortized Intangible Assets) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 3,823 | $ 3,874 |
Accumulated Amortization | 1,160 | 1,100 |
Net Carrying Amount | 2,663 | 2,774 |
Client relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 3,450 | 3,494 |
Accumulated Amortization | 951 | 897 |
Net Carrying Amount | 2,499 | 2,597 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 373 | 380 |
Accumulated Amortization | 209 | 203 |
Net Carrying Amount | $ 164 | $ 177 |
Goodwill And Other Intangible_5
Goodwill And Other Intangibles (Estimated Future Aggregate Amortization Expense) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (excludes amortization through March 31, 2020) | $ 249 | |
2021 | 325 | |
2022 | 298 | |
2023 | 277 | |
2024 | 266 | |
Subsequent years | 1,248 | |
Net Carrying Amount | $ 2,663 | $ 2,774 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Mar. 31, 2020R / shares | Dec. 31, 2019USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Net charge for adjustments related to acquisition related accounts | $ 1 | $ 11 | ||||
Increase in fair value of contingent consideration due to 5% increase in projections | 13 | |||||
Decrease in fair value of contingent consideration due to 5% decrease in projections | 17 | |||||
Carrying value of investment | 371 | $ 434 | ||||
Equity securities | 18 | 19 | ||||
Gain (loss) on equity securities | (1) | 3 | ||||
Equity investments without readily determinable market value | $ 32 | 67 | ||||
Minimum | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Revenue target period (in years) | 2 years | |||||
Maximum | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Revenue target period (in years) | 4 years | |||||
Private Insurance and Consulting | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Carrying value of investment | $ 170 | 183 | ||||
Private Equity Funds | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Carrying value of investment | 97 | $ 107 | ||||
Equity method income | (1) | 2 | ||||
Alexander Forbes Group Holdings Limited | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Share price (per share amount) | R / shares | R 4.28 | |||||
Carrying value of investment | $ 105 | |||||
Shares owned in investment (in shares) | shares | 394 | |||||
Equity method investment, quoted market value | $ 94 | |||||
Benefitfocus | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Proceeds from sale of other investments | $ 17 | $ 132 | $ 115 | |||
Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Change in contingent purchase consideration | $ 1 | |||||
Money Market Funds | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Share price (per share amount) | $ / shares | $ 1 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Financial instruments owned: | ||
Exchange traded equity securities | $ 18 | $ 19 |
Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Total assets measured at fair value | 639 | 317 |
Fiduciary Assets: | ||
Fiduciary assets | 134 | 400 |
Liabilities: | ||
Total liabilities measured at fair value | 239 | 225 |
Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Total assets measured at fair value | 549 | 225 |
Fiduciary Assets: | ||
Fiduciary assets | 134 | 400 |
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Total assets measured at fair value | 8 | 8 |
Fiduciary Assets: | ||
Fiduciary assets | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Total assets measured at fair value | 82 | 84 |
Fiduciary Assets: | ||
Fiduciary assets | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 239 | 225 |
US Treasury Bills | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 0 | 40 |
US Treasury Bills | Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 0 | 40 |
US Treasury Bills | Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 0 | 0 |
US Treasury Bills | Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 0 | 0 |
Money Market Funds | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 134 | 360 |
Money Market Funds | Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 134 | 360 |
Money Market Funds | Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 0 | 0 |
Money Market Funds | Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Fiduciary Assets: | ||
Fiduciary assets | 0 | 0 |
Other Assets | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Exchange traded equity securities | 3 | 4 |
Mutual funds | 138 | 166 |
Other equity investments | 8 | 8 |
Contingent purchase consideration asset | 82 | 84 |
Other Assets | Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Exchange traded equity securities | 3 | 4 |
Mutual funds | 138 | 166 |
Other equity investments | 0 | 0 |
Contingent purchase consideration asset | 0 | 0 |
Other Assets | Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Exchange traded equity securities | 0 | 0 |
Mutual funds | 0 | 0 |
Other equity investments | 8 | 8 |
Contingent purchase consideration asset | 0 | 0 |
Other Assets | Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Exchange traded equity securities | 0 | 0 |
Mutual funds | 0 | 0 |
Other equity investments | 0 | 0 |
Contingent purchase consideration asset | 82 | 84 |
Cash and Cash Equivalents | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Money market funds | 408 | 55 |
Cash and Cash Equivalents | Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Money market funds | 408 | 55 |
Cash and Cash Equivalents | Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Money market funds | 0 | 0 |
Cash and Cash Equivalents | Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Financial instruments owned: | ||
Money market funds | 0 | 0 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Fair Value, Measurements, Recurring | ||
Liabilities: | ||
Contingent purchase consideration liability | 239 | 225 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ||
Liabilities: | ||
Contingent purchase consideration liability | 0 | 0 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Liabilities: | ||
Contingent purchase consideration liability | 0 | 0 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | ||
Liabilities: | ||
Contingent purchase consideration liability | $ 239 | $ 225 |
Fair Value Measurements (Change
Fair Value Measurements (Changes In Fair Value Of Level 3 Liabilities Representing Acquisition Related Contingent Consideration) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Revaluation Impact | $ 1 | $ 11 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 225 | 508 |
Net Additions | 30 | 11 |
Payments | (13) | (35) |
Revaluation Impact | 1 | 11 |
Other | (4) | 1 |
Balance at March 31, | 239 | 454 |
Foreign Exchange Forward | Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of the FX contract | $ 0 | $ (42) |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) £ in Billions | Sep. 20, 2018GBP (£) | Jan. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Dec. 31, 2018USD ($) |
Derivative [Line Items] | ||||||
Total consideration | $ 245,000,000 | $ 177,000,000 | ||||
Decrease in net investment hedges | $ 8,000,000 | |||||
Senior Notes | ||||||
Derivative [Line Items] | ||||||
Debt instrument face amount | $ 5,000,000,000 | |||||
Foreign Exchange Forward | ||||||
Derivative [Line Items] | ||||||
Unrealized gain | 42,000,000 | |||||
Treasury Lock | ||||||
Derivative [Line Items] | ||||||
Payments for derivative settlement | $ 122,000,000 | 6,000,000 | ||||
Jardine Lloyd Thompson Group plc | ||||||
Derivative [Line Items] | ||||||
Total consideration | £ | £ 5.2 | |||||
Jardine Lloyd Thompson Group plc | Senior Notes | ||||||
Derivative [Line Items] | ||||||
Debt instrument face amount | € | € 1,100,000,000 | |||||
Payments for derivative settlement | $ 7,300,000 | |||||
Net investment hedge, threshold percentage of the equity balance | 80.00% | |||||
Jardine Lloyd Thompson Group plc | Treasury Lock | ||||||
Derivative [Line Items] | ||||||
Derivative hedges, assets | $ 2,000,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Percentage of lease obligations used for office space | 99.00% |
Lessee, operating lease, lease not yet commenced, amount | $ 32 |
Lessee, operating lease, lease not yet commenced, term (years) | 12 months |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract (years) | 10 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract (years) | 25 years |
Leases - Lease Cost and Additio
Leases - Lease Cost and Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 92 | $ 82 |
Short-term lease cost | 1 | 1 |
Variable lease cost | 37 | 37 |
Sublease income | (5) | (4) |
Net lease cost | 125 | 116 |
Operating cash outflows from operating leases | 103 | 87 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 79 | $ 0 |
Weighted-average remaining lease term | 8 years 7 months 28 days | 7 years 8 months 12 days |
Weighted-average discount rate | 3.06% | 3.12% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments for Operating Leases (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Remainder of 2020 | $ 308 | |
2021 | 361 | |
2022 | 336 | |
2023 | 293 | |
2024 | 248 | |
2025 | 222 | |
Subsequent years | 800 | |
Total future lease payments | 2,568 | |
Less: Imputed interest | (336) | |
Total | 2,232 | |
Current lease liabilities | 334 | $ 342 |
Long-term lease liabilities | $ 1,898 | $ 1,926 |
Retirement Benefits (Narrative)
Retirement Benefits (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension, post-retirement and post-employment benefits | $ 2,248 | $ 2,336 | |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contributions by employer | 27 | ||
Estimated future employer contributions in current fiscal year | 87 | ||
Jardine Lloyd Thompson Group plc | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension, post-retirement and post-employment benefits | 255 | ||
Pension, post-retirement and post-employment liabilities | 1,003 | ||
Pension, post-retirement and post-employment plan assets | $ 748 | ||
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | 37 | $ 35 | |
United States | Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Emploer contributions deferred | 47 | ||
United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 31 | $ 22 | |
United Kingdom | Non-U.S. Plans | Geographic Concentration Risk | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Concentration risk percentage | 81.00% | ||
Equity Funds | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 64.00% | ||
Actual asset allocation percentage of equity | 60.00% | ||
Equity Funds | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 33.00% | ||
Actual asset allocation percentage of equity | 30.00% | ||
Fixed Income Funds | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 36.00% | ||
Actual asset allocation percentage of equity | 40.00% | ||
Fixed Income Funds | United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation, percentage | 67.00% | ||
Actual asset allocation percentage of equity | 70.00% |
Retirement Benefits (Schedule O
Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost Combined U.S. and Significant Non-U.S. Plans) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 8 | $ 8 |
Interest cost | 106 | 119 |
Expected return on plan assets | (210) | (213) |
Amortization of prior service (credit) cost | 0 | 0 |
Recognized actuarial loss | 40 | 26 |
Net periodic benefit (credit) cost | (56) | (60) |
Settlement loss | 0 | 4 |
Total (credit) cost | (56) | (56) |
Pension Benefits | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 53 | 60 |
Expected return on plan assets | (86) | (86) |
Recognized actuarial loss | 18 | 11 |
Net periodic benefit (credit) cost | (15) | (15) |
Pension Benefits | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 8 | 8 |
Interest cost | 53 | 59 |
Expected return on plan assets | (124) | (127) |
Amortization of prior service (credit) cost | 0 | 0 |
Recognized actuarial loss | 22 | 15 |
Net periodic benefit (credit) cost | (41) | (45) |
Settlement loss | 0 | 4 |
Total (credit) cost | (41) | (41) |
Post-retirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service (credit) cost | (1) | (1) |
Recognized actuarial loss | 0 | 0 |
Net periodic benefit (credit) cost | 0 | 0 |
Settlement loss | 0 | 0 |
Total (credit) cost | 0 | 0 |
Post-retirement Benefits | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 0 | 0 |
Expected return on plan assets | 0 | 0 |
Recognized actuarial loss | 0 | 0 |
Net periodic benefit (credit) cost | 0 | 0 |
Post-retirement Benefits | Foreign Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service (credit) cost | (1) | (1) |
Recognized actuarial loss | 0 | 0 |
Net periodic benefit (credit) cost | 0 | 0 |
Settlement loss | 0 | 0 |
Total (credit) cost | $ 0 | $ 0 |
Retirement Benefits (Schedule_2
Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost Amounts Recorded in Consolidated Statement of Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Compensation and benefits expense (Operating income) | $ (1,070) | $ (938) |
Other net benefit (credits) cost | (64) | (64) |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Compensation and benefits expense (Operating income) | 8 | 8 |
Other net benefit (credits) cost | (64) | (64) |
Total (credit) cost | (56) | (56) |
Post-retirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Compensation and benefits expense (Operating income) | 0 | 0 |
Other net benefit (credits) cost | 0 | 0 |
Total (credit) cost | $ 0 | $ 0 |
Retirement Benefits (Schedule_3
Retirement Benefits (Schedule Of Defined Benefit Plan Weighted Average Assumption Used In Calculating Net Periodic Benefit Cost) (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Benefits | ||
Weighted average assumptions: | ||
Expected return on plan assets | 5.31% | 5.74% |
Discount rate | 2.57% | 3.48% |
Rate of compensation increase | 1.76% | 1.74% |
Post-retirement Benefits | ||
Weighted average assumptions: | ||
Expected return on plan assets | 0.00% | 0.00% |
Discount rate | 2.72% | 3.65% |
Rate of compensation increase | 0.00% | 0.00% |
Debt (Schedule Of Outstanding D
Debt (Schedule Of Outstanding Debt) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Commercial paper | $ 193 | $ 0 |
Current portion of long-term debt | 716 | 1,215 |
Short-term debt | 2,409 | 1,215 |
Long-term debt | 11,947 | 11,956 |
Long-term debt, net | 11,231 | 10,741 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Term loan facility - one year | 500 | 0 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 1,000 | 0 |
2.35% Senior Debt Obligations Due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | 500 |
Interest rate | 2.35% | |
3.50% Senior Debt Obligations Due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 699 | 698 |
Interest rate | 3.50% | |
4.80% Senior Debt Obligations Due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 499 | 499 |
Interest rate | 4.80% | |
Floating Rate Senior Debt Obligations Due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 299 | 298 |
2.75% Senior Debt Obligations Due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 498 | 498 |
Interest rate | 2.75% | |
3.30% Senior Debt Obligations Due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 349 | 349 |
Interest rate | 3.30% | |
4.05% Senior Debt Obligations Due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 249 | 249 |
Interest rate | 4.05% | |
3.50% Senior Debt Obligations Due 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 597 | 597 |
Interest rate | 3.50% | |
3.875% Senior Debt Obligations Due 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 994 | 994 |
Interest rate | 3.875% | |
3.50% Senior Debt Obligations Due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 497 | 497 |
Interest rate | 3.50% | |
1.349% Senior Debt Obligations Due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 605 | 609 |
Interest rate | 1.349% | |
3.75% Senior Debt Obligations Due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 597 | 597 |
Interest rate | 3.75% | |
4.375% Senior Debt Obligations Due 2029 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,499 | 1,499 |
Interest rate | 4.375% | |
1.979% Senior Debt Obligations Due 2030 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 604 | 607 |
Interest rate | 1.979% | |
5.875% Senior Debt Obligations Due 2033 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 298 | 298 |
Interest rate | 5.875% | |
4.75% Senior Debt Obligations Due 2039 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 494 | 494 |
Interest rate | 4.75% | |
4.35% Senior Debt Obligation Due 2047 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 493 | 492 |
Interest rate | 4.35% | |
4.20% Senior Debt Obligations Due 2048 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 592 | 592 |
Interest rate | 4.20% | |
4.90% Senior Debt Obligations Due 2049 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,237 | 1,237 |
Interest rate | 4.90% | |
5.70% Mortgage Due 2035 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 341 | 345 |
Interest rate | 5.70% | |
$500 Million Two-Year Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 6 | $ 7 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) £ in Billions | Sep. 18, 2018USD ($) | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Oct. 31, 2018 | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 01, 2019USD ($) | Mar. 31, 2019EUR (€) | Jan. 31, 2019USD ($) | Oct. 01, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 18, 2018GBP (£) |
Debt Instrument [Line Items] | |||||||||||||||||||
Commercial paper outstanding | $ 193,000,000 | $ 0 | |||||||||||||||||
$300 Million One-Year Term Loan Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt facilities, maximum borrowing capacity | $ 300,000,000 | $ 300,000,000 | |||||||||||||||||
$300 Million Three-Year Term Loan Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term line of credit | $ 300,000,000 | 300,000,000 | |||||||||||||||||
1.349% Senior Debt Obligations Due 2026 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 1.349% | ||||||||||||||||||
1.979% Senior Debt Obligations Due 2030 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 1.979% | ||||||||||||||||||
Commercial Paper | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Short-term debt | $ 1,500,000,000 | ||||||||||||||||||
Effective interest rate | 3.04% | ||||||||||||||||||
Jardine Lloyd Thompson Group plc | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Repayments of debt | $ 553,000,000 | $ 450,000,000 | |||||||||||||||||
Debt assumed in acquisition | $ 1,000,000,000 | ||||||||||||||||||
Payments for early extinguishment of debt | $ 32,000,000 | ||||||||||||||||||
Jardine Lloyd Thompson Group plc | Bridge Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Derivative, notional amount | £ | £ 5.2 | ||||||||||||||||||
Payments of debt issuance costs | $ 35,000,000 | ||||||||||||||||||
Amortization of debt issuance costs | $ 30,000,000 | ||||||||||||||||||
Interest expense, debt | $ 5,000,000 | ||||||||||||||||||
Term Loan Facility | $500 Million One-Year Term Loan and $500 Million Two-Year Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term line of credit | $ 1,000,000,000 | ||||||||||||||||||
Term Loan Facility | $500 Million One-Year Term Loan Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt facilities, maximum borrowing capacity | $ 500,000,000 | ||||||||||||||||||
Term of debt | 1 year | ||||||||||||||||||
Term Loan Facility | $500 Million Two-Year Term Loan Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt facilities, maximum borrowing capacity | $ 500,000,000 | ||||||||||||||||||
Term of debt | 2 years | ||||||||||||||||||
Term Loan Facility | $300 Million One-Year Term Loan Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Term of debt | 1 year | ||||||||||||||||||
Term Loan Facility | $300 Million Three-Year Term Loan Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Term of debt | 3 years | ||||||||||||||||||
Revolving Credit Facility | Amended Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt facilities, maximum borrowing capacity | $ 1,800,000,000 | $ 1,500,000,000 | |||||||||||||||||
Term of debt | 5 years | ||||||||||||||||||
Long-term line of credit | 1,000,000,000 | ||||||||||||||||||
Senior Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Repayments of debt | 500,000,000 | $ 300,000,000 | |||||||||||||||||
Debt instrument face amount | $ 5,000,000,000 | ||||||||||||||||||
Senior Notes | 1.349% Senior Debt Obligations Due 2026 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | € | € 550,000,000 | ||||||||||||||||||
Interest rate | 1.349% | 1.349% | 1.349% | ||||||||||||||||
Senior Notes | 1.979% Senior Debt Obligations Due 2030 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | € | € 550,000,000 | ||||||||||||||||||
Interest rate | 1.979% | 1.979% | 1.979% | ||||||||||||||||
Senior Notes | Senior Debt Obligations 4.375% Due 2029 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 1,500,000,000 | $ 250,000,000 | $ 250,000,000 | 1,250,000,000 | |||||||||||||||
Interest rate | 4.375% | ||||||||||||||||||
Senior Notes | Senior Debt Obligations 3.50% Due 2020 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 700,000,000 | ||||||||||||||||||
Interest rate | 3.50% | ||||||||||||||||||
Senior Notes | Senior Debt Obligations 3.875% Due 2024 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 1,000,000,000 | ||||||||||||||||||
Interest rate | 3.875% | ||||||||||||||||||
Senior Notes | Senior Debt Obligations 4.75% Due 2039 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 500,000,000 | ||||||||||||||||||
Interest rate | 4.75% | ||||||||||||||||||
Senior Notes | Senior Debt Obligations 4.90% Due 2049 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 1,250,000,000 | ||||||||||||||||||
Interest rate | 4.90% | ||||||||||||||||||
Senior Notes | Floating Rate Senior Notes Due 2021 | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 300,000,000 | ||||||||||||||||||
Senior Notes | Jardine Lloyd Thompson Group plc | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face amount | € | € 1,100,000,000 | ||||||||||||||||||
Subsequent Event | April 2020 New Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt facilities, maximum borrowing capacity | $ 1,000,000,000 |
Debt (Estimated Fair Value of S
Debt (Estimated Fair Value of Significant Financial Instruments) (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term debt | $ 2,409 | $ 1,215 |
Long-term debt | 11,231 | 10,741 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term debt | 2,416 | 1,229 |
Long-term debt | $ 12,033 | $ 11,953 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | $ 9 | $ 112 |
Severance and consulting costs | Marsh Insurance Group | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | 2 | |
Severance and consulting costs | Mercer Consulting Group | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | 4 | |
Severance and future rent under non-cancelable leases and other costs | Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | 3 | |
Jardine Lloyd Thompson Group plc | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | 80 | 335 |
Jardine Lloyd Thompson Group plc | Acquisition related | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 700 | |
Restructuring and related cost, cost incurred to date | 80 | $ 335 |
Amounts accrued | 80 | |
Jardine Lloyd Thompson Group plc | Acquisition related | Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | 9 | |
Jardine Lloyd Thompson Group plc | Acquisition related | Risk and Insurance Services Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | 61 | |
Jardine Lloyd Thompson Group plc | Acquisition related | Consulting Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued | $ 10 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Activities) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | $ 102 | $ 112 |
Amounts Accrued | 9 | 112 |
Cash Paid | (38) | (112) |
Other | (5) | (10) |
Liability at end of period | 68 | 102 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 51 | 73 |
Amounts Accrued | 5 | 73 |
Cash Paid | (31) | (91) |
Other | (1) | (4) |
Liability at end of period | 24 | 51 |
Future rent under non-cancelable leases and other costs | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 51 | 39 |
Amounts Accrued | 4 | 39 |
Cash Paid | (7) | (21) |
Other | (4) | (6) |
Liability at end of period | 44 | 51 |
Jardine Lloyd Thompson Group plc | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 47 | 0 |
Amounts Accrued | 80 | 335 |
Cash Paid | (61) | (265) |
Non-cash charges | (13) | (23) |
Liability at end of period | 53 | 47 |
Jardine Lloyd Thompson Group plc | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 42 | 0 |
Amounts Accrued | 23 | 154 |
Cash Paid | (24) | (112) |
Non-cash charges | 0 | 0 |
Liability at end of period | 41 | 42 |
Jardine Lloyd Thompson Group plc | Real estate related costs | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 5 | 0 |
Amounts Accrued | 16 | 38 |
Cash Paid | (4) | (14) |
Non-cash charges | (12) | (19) |
Liability at end of period | 5 | 5 |
Jardine Lloyd Thompson Group plc | Information Technology | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 0 | 0 |
Amounts Accrued | 21 | 45 |
Cash Paid | (17) | (45) |
Non-cash charges | 0 | 0 |
Liability at end of period | 4 | 0 |
Jardine Lloyd Thompson Group plc | Consulting and other outside services | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 0 | 0 |
Amounts Accrued | 20 | 98 |
Cash Paid | (16) | (94) |
Non-cash charges | (1) | (4) |
Liability at end of period | $ 3 | $ 0 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Nov. 30, 2019 | |
Equity, Class of Treasury Stock [Line Items] | |||
Stock-based compensation, shares issued during period | 2,300,000 | 3,200,000 | |
Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | 0 | 0 | |
Share repurchases program, authorized amount (up to) | $ 2,500,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 2,400,000,000 |
Claims, Lawsuits And Other Co_2
Claims, Lawsuits And Other Contingencies (Details) $ in Millions | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (£) | Feb. 28, 2019USD ($) | Feb. 28, 2019GBP (£) |
Loss Contingencies [Line Items] | ||||
Loss contingency, estimate of possible loss | $ 91 | £ 73,000,000 | ||
Other Contingencies-Guarantees | ||||
Loss Contingencies [Line Items] | ||||
Amount reinsured by third party (up to) | £ 40,000,000 | |||
Jardine Lloyd Thompson Group plc | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency accrual | $ 77 | £ 59,000,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Mar. 31, 2019segment | Mar. 31, 2020country |
Segment Reporting Information [Line Items] | ||
Number of countries in which entity operates | 130 | |
Jardine Lloyd Thompson Group plc | ||
Segment Reporting Information [Line Items] | ||
Number of business segments (segment) | segment | 3 | |
Number of countries in which entity operates | 41 |
Segment Information (Selected I
Segment Information (Selected Information And Details For MMC's Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 4,651 | $ 4,071 |
Operating Income (Loss) | 1,070 | 938 |
Risk and Insurance Services Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,911 | |
Interest on fiduciary funds | 23 | |
Consulting Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,762 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,673 | 4,096 |
Operating Income (Loss) | 1,136 | 1,012 |
Operating Segments | Risk and Insurance Services Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,911 | 2,423 |
Operating Income (Loss) | 854 | 733 |
Interest on fiduciary funds | 23 | 23 |
Equity method income | (1) | 2 |
Operating Segments | Consulting Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,762 | 1,673 |
Operating Income (Loss) | 282 | 279 |
Interest on fiduciary funds | 1 | 1 |
Equity method income | 4 | 5 |
Corporate/Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | (22) | (25) |
Operating Income (Loss) | (66) | (74) |
Intersegment Eliminations | Risk and Insurance Services Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1 | 1 |
Intersegment Eliminations | Consulting Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 21 | $ 24 |
Segment Information (Details of
Segment Information (Details of Operating Segment Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 4,651 | $ 4,071 |
Risk and Insurance Services Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,911 | |
Risk and Insurance Services Segment | Marsh Insurance Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,061 | |
Risk and Insurance Services Segment | Guy Carpenter Reinsurance Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 827 | |
Consulting Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,762 | |
Consulting Segment | Mercer Consulting Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,251 | |
Consulting Segment | Oliver Wyman Group Consulting Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 511 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,673 | 4,096 |
Operating Segments | Risk and Insurance Services Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,911 | 2,423 |
Operating Segments | Risk and Insurance Services Segment | Marsh Insurance Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,076 | 1,753 |
Operating Segments | Risk and Insurance Services Segment | Guy Carpenter Reinsurance Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 835 | 670 |
Operating Segments | Consulting Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,762 | 1,673 |
Operating Segments | Consulting Segment | Mercer Consulting Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,251 | 1,155 |
Operating Segments | Consulting Segment | Oliver Wyman Group Consulting Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 511 | 518 |
Corporate/Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ (22) | $ (25) |
New Accounting Guidance - Narra
New Accounting Guidance - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, liability | $ 2,232 | ||
Operating lease, right-of-use asset | $ 1,885 | $ 1,921 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, liability | $ 1,900 | ||
Operating lease, right-of-use asset | 1,700 | ||
Accounting Standards Update 2016-02 | Restatement Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other liabilities | $ 200 |