Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 27, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'MARSH & MCLENNAN COMPANIES, INC. | ' |
Entity Central Index Key | '0000062709 | ' |
Trading Symbol | 'MMC | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 540,899,238 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $3,141 | $2,932 | $9,705 | $9,146 |
Expense: | ' | ' | ' | ' |
Compensation and benefits | 1,904 | 1,824 | 5,619 | 5,393 |
Other operating expenses | 792 | 704 | 2,321 | 2,165 |
Operating expenses | 2,696 | 2,528 | 7,940 | 7,558 |
Operating income | 445 | 404 | 1,765 | 1,588 |
Interest income | 6 | 5 | 16 | 13 |
Interest expense | -45 | -40 | -129 | -124 |
Investment income | 26 | 14 | 37 | 58 |
Income before income taxes | 432 | 383 | 1,689 | 1,535 |
Income tax expense | 127 | 123 | 487 | 463 |
Income from continuing operations | 305 | 260 | 1,202 | 1,072 |
Discontinued operations, net of tax | -1 | -1 | -4 | 6 |
Net income before non-controlling interests | 304 | 259 | 1,198 | 1,078 |
Less: Net income attributable to non-controlling interests | 7 | 6 | 27 | 24 |
Net income attributable to the Company | $297 | $253 | $1,171 | $1,054 |
Basic net income per share | ' | ' | ' | ' |
Basic net income per share - Continuing operations (usd per share) | $0.55 | $0.46 | $2.15 | $1.91 |
Basic net income per share - Net income attributable to the Company (usd per share) | $0.55 | $0.46 | $2.14 | $1.92 |
Diluted net income per share | ' | ' | ' | ' |
Diluted net income per share - Continuing operations (usd per share) | $0.54 | $0.45 | $2.12 | $1.88 |
Diluted net income per share - Net income attributable to the Company (usd per share) | $0.54 | $0.45 | $2.11 | $1.89 |
Average number of shares outstanding | ' | ' | ' | ' |
Average number of shares outstanding - Basic | 544 | 549 | 547 | 549 |
Average number of shares outstanding - Diluted | 551 | 558 | 554 | 558 |
Shares outstanding at September 30 | 542 | 547 | 542 | 547 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income before non-controlling interests | $304 | $259 | $1,198 | $1,078 |
Other comprehensive income (loss), before tax: | ' | ' | ' | ' |
Foreign currency translation adjustments | -421 | 254 | -214 | -91 |
Unrealized investment loss | 0 | 0 | 0 | -1 |
Gain (loss) related to pension/post-retirement plans | 172 | -37 | -69 | 265 |
Other comprehensive income (loss), before tax | -249 | 217 | -283 | 173 |
Income tax expense (credit) on other comprehensive income | 39 | -5 | -9 | 79 |
Other comprehensive income (loss), net of tax | -288 | 222 | -274 | 94 |
Comprehensive income | 16 | 481 | 924 | 1,172 |
Less: comprehensive income attributable to non-controlling interest | 7 | 6 | 27 | 24 |
Comprehensive income attributable to the Company | $9 | $475 | $897 | $1,148 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $2,649 | $2,303 |
Receivables | ' | ' |
Commissions and fees | 3,266 | 3,065 |
Advanced premiums and claims | 77 | 61 |
Other | 258 | 282 |
Gross receivables | 3,601 | 3,408 |
Less-allowance for doubtful accounts and cancellations | -105 | -98 |
Net receivables | 3,496 | 3,310 |
Current deferred tax assets | 478 | 482 |
Other current assets | 229 | 205 |
Total current assets | 6,852 | 6,300 |
Goodwill and intangible assets | 7,814 | 7,365 |
Fixed assets (net of accumulated depreciation and amortization of $1,655 at September 30, 2014 and $1,597 at December 31, 2013) | 822 | 828 |
Pension related assets | 1,007 | 979 |
Deferred tax assets | 516 | 626 |
Other assets | 976 | 882 |
Total assets | 17,987 | 16,980 |
Current liabilities: | ' | ' |
Short-term debt | 640 | 334 |
Accounts payable and accrued liabilities | 1,800 | 1,861 |
Accrued compensation and employee benefits | 1,338 | 1,466 |
Accrued income taxes | 199 | 148 |
Dividends payable | 153 | 0 |
Total current liabilities | 4,130 | 3,809 |
Fiduciary liabilities | 4,871 | 4,234 |
Less – cash and investments held in a fiduciary capacity | -4,871 | -4,234 |
Net fiduciary assets | 0 | 0 |
Long-term debt | 3,379 | 2,621 |
Pension, post-retirement and post-employment benefits | 1,094 | 1,150 |
Liabilities for errors and omissions | 355 | 373 |
Other liabilities | 1,114 | 1,052 |
Commitments and contingencies | ' | ' |
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 September 30, 2014 and December 31, 2013 | 561 | 561 |
Additional paid-in capital | 922 | 1,028 |
Retained earnings | 10,042 | 9,452 |
Accumulated other comprehensive loss | -2,895 | -2,621 |
Non-controlling interests | 82 | 70 |
Stockholders' equity before treasury stock | 8,712 | 8,490 |
Less – treasury shares, at cost, 18,346,142 shares at September 30, 2014 and 13,882,204 shares at December 31, 2013 | -797 | -515 |
Total equity | 7,915 | 7,975 |
Total liabilities and stockholders' equity | $17,987 | $16,980 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Fixed assets, accumulated depreciation and amortization | $1,655 | $1,597 |
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 | 18,346,142 | 13,882,204 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating cash flows: | ' | ' |
Net income before non-controlling interests | $1,198 | $1,078 |
Adjustments to reconcile net income to cash provided by operations: | ' | ' |
Depreciation and amortization of fixed assets and capitalized software | 225 | 213 |
Amortization of intangible assets | 64 | 53 |
Intangible asset impairment | 0 | 5 |
Adjustments to acquisition related contingent consideration liability | 5 | 16 |
Provision for deferred income taxes | 103 | 137 |
Gain on investments | -37 | -58 |
Loss on disposition of assets | 4 | 1 |
Share based compensation expense | 74 | 100 |
Changes in assets and liabilities: | ' | ' |
Net receivables | -182 | -229 |
Other current assets | -19 | -71 |
Other assets | 16 | -60 |
Accounts payable and accrued liabilities | -53 | 47 |
Accrued compensation and employee benefits | -128 | -279 |
Accrued income taxes | 59 | 39 |
Contributions to pension and other benefit plans in excess of current year expense/credit | -141 | -400 |
Other liabilities | -75 | -15 |
Effect of exchange rate changes | 28 | -2 |
Net cash provided by operations | 1,141 | 575 |
Financing cash flows: | ' | ' |
Purchase of treasury shares | -600 | -400 |
Proceeds from debt | 1,393 | 546 |
Repayments of debt | -327 | -257 |
Shares withheld for taxes on vested units – treasury shares | -56 | -74 |
Issuance of common stock from treasury shares | 190 | 254 |
Payments of contingent consideration for acquisitions | -28 | -8 |
Distributions of non-controlling interests | -13 | -17 |
Dividends paid | -429 | -394 |
Net cash provided by (used for) financing activities | 130 | -350 |
Investing cash flows: | ' | ' |
Capital expenditures | -285 | -288 |
Net (purchases) sales of long-term investments | -117 | 90 |
Proceeds from sales of fixed assets | 2 | 2 |
Dispositions | 0 | 3 |
Acquisitions | -416 | -108 |
Other, net | 0 | 2 |
Net cash used for investing activities | -816 | -299 |
Effect of exchange rate changes on cash and cash equivalents | -109 | -53 |
Increase (decrease) in cash and cash equivalents | 346 | -127 |
Cash and cash equivalents at beginning of period | 2,303 | 2,301 |
Cash and cash equivalents at end of period | $2,649 | $2,174 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Shares [Member] | Non-Controlling Interests [Member] |
In Millions, unless otherwise specified | |||||||
Balance, beginning of year at Dec. 31, 2012 | ' | $561 | $1,107 | $8,628 | ($3,307) | ($447) | $64 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Change in accrued stock compensation costs | ' | ' | -45 | ' | ' | ' | ' |
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact | ' | ' | -52 | ' | ' | 380 | ' |
Net income | 1,078 | ' | ' | 1,054 | ' | ' | 24 |
Distributions | 17 | ' | ' | ' | ' | ' | -17 |
Dividend equivalents declared - (per share amounts: $1.06 in 2014 and $0.96 in 2013) | ' | ' | ' | -5 | ' | ' | ' |
Dividends declared – (per share amounts: $1.06 in 2014 and $0.96 in 2013) | ' | ' | ' | -526 | ' | ' | ' |
Other comprehensive income (loss), net of tax | 94 | ' | ' | ' | 94 | ' | ' |
Purchase of treasury shares | ' | ' | ' | ' | ' | -400 | ' |
Other changes | ' | ' | ' | ' | ' | ' | 7 |
Balance, end of period at Sep. 30, 2013 | 7,120 | 561 | 1,010 | 9,151 | -3,213 | -467 | 78 |
Balance, beginning of year at Dec. 31, 2013 | 7,975 | 561 | 1,028 | 9,452 | -2,621 | -515 | 70 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Change in accrued stock compensation costs | ' | ' | -26 | ' | ' | ' | ' |
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact | ' | ' | -80 | ' | ' | 318 | ' |
Net income | 1,198 | ' | ' | 1,171 | ' | ' | 27 |
Distributions | 13 | ' | ' | ' | ' | ' | -13 |
Dividend equivalents declared - (per share amounts: $1.06 in 2014 and $0.96 in 2013) | ' | ' | ' | -3 | ' | ' | ' |
Dividends declared – (per share amounts: $1.06 in 2014 and $0.96 in 2013) | ' | ' | ' | -578 | ' | ' | ' |
Other comprehensive income (loss), net of tax | -274 | ' | ' | ' | -274 | ' | ' |
Purchase of treasury shares | ' | ' | ' | ' | ' | -600 | ' |
Other changes | ' | ' | ' | ' | ' | ' | -2 |
Balance, end of period at Sep. 30, 2014 | $7,915 | $561 | $922 | $10,042 | ($2,895) | ($797) | $82 |
Consolidated_Statements_of_Equ1
Consolidated Statements of Equity (Parenthetical) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Dividends declared per share (in dollars per share) | $1.06 | $0.96 |
Dividend equivalents declared per share (in dollars per share) | $1.06 | $0.96 |
Nature_of_Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations | ' |
Nature of Operations | |
Marsh & McLennan Companies, Inc. (“the Company”), a global professional services firm, is organized based on the different services that it offers. Under this organizational structure, the Company’s two business segments are Risk and Insurance Services and Consulting. | |
The Risk and Insurance Services segment provides risk management activities and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations, and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter. | |
The Company conducts business in its Consulting segment through two main business groups. Mercer provides consulting expertise, advice, services and solutions in the areas of health, retirement, talent and investments. Within the investments business, Mercer provides delegated investment (fiduciary management) solutions to institutional investors (such as retirement plan sponsors and trustees) and to individual investors (primarily through the inclusion of funds managed by Mercer on defined contribution and wealth management platforms). As of September 30, 2014, Mercer had assets under management of $108 billion worldwide. Oliver Wyman Group provides specialized management and economic and brand consulting services. | |
Acquisitions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 7 to the consolidated financial statements. |
Principles_of_Consolidation_an
Principles of Consolidation and Other Matters | 9 Months Ended | |
Sep. 30, 2014 | ||
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, 2013 (the “2013 10-K”). | ||
The financial information contained herein reflects all adjustments consisting only of 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- and nine-month periods ended September 30, 2014 and 2013. | ||
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 of approximately $202 million related to regulatory requirements outside the U.S. or as collateral under captive insurance arrangements. | ||
Investment Income | ||
The caption “Investment income” in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in current earnings. It includes, when applicable, other than temporary declines in the value of debt and available for sale securities and the change in value of the Company’s holdings in certain private equity funds, including equity method gains (losses) on its investment in the Trident funds. The Company’s investments may include direct investments in insurance or consulting companies and investments in private equity funds. The Company recorded investment income of $26 million in the third quarter of 2014 compared to $14 million for the same period in 2013, primarily related to our general partner carried interest from Trident III no longer subject to claw-back. Investment income for the nine months of 2014 was $37 million compared to $58 million in 2013. 2014 includes carried interest from Trident III of $31 million compared with $34 million in 2013. The Company also recorded $20 million of investment gains for the nine months of 2013 related to its investment in Trident II. The Company no longer holds an investment in Trident II. At September 30, 2014 and 2013, the Company had deferred performance fees of approximately $15 million and $43 million, respectively, related to Trident III. Recognition of these deferred performance fees will only occur as the Trident III investments are harvested and the performance fees are no longer subject to claw-back. The timing of recognition of the remaining deferred performance fees is unknown and is not controlled by the Company. | ||
Income Taxes | ||
The Company's effective tax rate in the third quarter of 2014 was 29.6% compared with 32.1% in the third quarter of 2013. The effective tax rates for the first nine months of 2014 and 2013 were 28.9% and 30.1%, respectively. These rates reflect non-U.S. income taxed at rates below the U.S. statutory rate, including the effect of repatriation, as well as the impact of discrete tax matters such as changes in judgment about the beginning balance in valuation allowances, the resolution of tax examinations and expirations of statutes of limitations. The rate in the third quarter of 2013 also included the impact of tax changes on the Company's deferred tax assets and liabilities. | ||
The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors. | ||
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 | ||
$128 million at December 31, 2013 to $105 million at September 30, 2014. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $15 million within the next twelve months due to settlements of audits and expirations of statutes of limitation. | ||
During the second quarter of 2014, the Company settled the federal tax audit with the IRS for the year 2012. During the second quarter of 2013, the Company settled federal tax audits with the IRS for the years 2007 and 2009 through 2011. | ||
Reclassifications | ||
In the first quarter of 2014, the Company enhanced its operating cash flow presentation within the statement of cash flows to show on single lines the impact of pension and other benefit plan contributions in excess of the related expenses, and the non-cash impact of equity share awards. Previously, the cash flow impact of those items was presented as part of changes in other assets and other liabilities, and changes in other liabilities, respectively. The prior year’s presentation was conformed to the current presentation for the following line items within operating cash flows: | ||
• | Share-based compensation expense | |
• | Changes in other assets | |
• | Contributions to pension and other benefit plans in excess of current year expense/credit | |
• | Changes in other liabilities |
Fiduciary_Assets_and_Liabiliti
Fiduciary Assets and Liabilities | 9 Months Ended |
Sep. 30, 2014 | |
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 of $18 million and $21 million for the nine-month periods ended September 30, 2014 and 2013, respectively. The Consulting segment recorded fiduciary interest income of $5 million and $3 million for the the nine-month periods ended September 30, 2014 and 2013, 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 $7.8 billion at September 30, 2014 and $8.2 billion at December 31, 2013. 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. Net uncollected premiums and claims and the related payables are, therefore, 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. | |
Mercer manages approximately $20 billion of assets in trusts or funds for which Mercer’s management or trustee fee is considered a variable interest. Mercer is not the primary beneficiary of these trusts or funds. Mercer’s only variable interest in any of these trusts or funds is its unpaid fees, if any. Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees. |
Per_Share_Data
Per Share Data | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Per Share Data | ' | |||||||||||||||
Per Share Data | ||||||||||||||||
Basic net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income by the weighted average number of outstanding shares of the Company’s common stock. | ||||||||||||||||
Diluted net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income 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. Reconciliations of the applicable income components used for diluted EPS - Continuing operations and basic weighted average common shares outstanding to diluted weighted average common shares outstanding are presented below. The reconciling items related to the calculation of diluted weighted average common shares outstanding are the same for net income attributable to the Company. | ||||||||||||||||
Basic and Diluted EPS Calculation - Continuing Operations | Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions, except per share figures) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net income from continuing operations | $ | 305 | $ | 260 | $ | 1,202 | $ | 1,072 | ||||||||
Less: Net income attributable to non-controlling interests | 7 | 6 | 27 | 24 | ||||||||||||
$ | 298 | $ | 254 | $ | 1,175 | $ | 1,048 | |||||||||
Basic weighted average common shares outstanding | 544 | 549 | 547 | 549 | ||||||||||||
Dilutive effect of potentially issuable common shares | 7 | 9 | 7 | 9 | ||||||||||||
Diluted weighted average common shares outstanding | 551 | 558 | 554 | 558 | ||||||||||||
Average stock price used to calculate common stock equivalents | $ | 52.15 | $ | 42.08 | $ | 49.89 | $ | 39.15 | ||||||||
There were 19.3 million and 24.9 million stock options outstanding as of September 30, 2014 and 2013, respectively. |
Supplemental_Disclosures_To_Th
Supplemental Disclosures To The Consolidated Statements Of Cash Flows | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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 nine-month periods ended September 30, 2014 and 2013. | ||||||||
(In millions of dollars) | 2014 | 2013 | ||||||
Assets acquired, excluding cash | $ | 598 | $ | 199 | ||||
Liabilities assumed | (45 | ) | (59 | ) | ||||
Contingent/deferred purchase consideration | (147 | ) | (37 | ) | ||||
Net cash outflow for current year acquisitions | 406 | 103 | ||||||
Purchase of other intangibles | — | 1 | ||||||
Deferred purchase consideration from prior years' acquisitions | 10 | 4 | ||||||
Net cash outflow for acquisitions | $ | 416 | $ | 108 | ||||
(In millions of dollars) | 2014 | 2013 | ||||||
Interest paid | $ | 126 | $ | 140 | ||||
Income taxes paid | $ | 306 | $ | 258 | ||||
The Company had non-cash issuances of common stock of $105 million and $148 million for the nine months ended September 30, 2014 and 2013, respectively, primarily related to its share-based payment plans. The Company recorded share-based compensation expense related to equity awards (excluding stock options) of $60 million and $84 million for the nine-month periods ended September 30, 2014 and 2013, respectively. |
Other_Comprehensive_Income_Los
Other Comprehensive Income (Loss) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Other Comprehensive Income (Loss) | ' | |||||||||||||||||||
Other Comprehensive Income (Loss) | ||||||||||||||||||||
The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three- and nine-month periods ended September 30, 2014 and 2013, including amounts reclassified out of AOCI, are as follows: | ||||||||||||||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of July 1, 2014 | $ | 5 | $ | (2,883 | ) | $ | 271 | $ | (2,607 | ) | ||||||||||
Other comprehensive income (loss) before reclassifications | — | 94 | (419 | ) | (325 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 37 | — | 37 | ||||||||||||||||
Net current period other comprehensive income (loss) | — | 131 | (419 | ) | (288 | ) | ||||||||||||||
Balance as of September 30, 2014 | $ | 5 | $ | (2,752 | ) | $ | (148 | ) | $ | (2,895 | ) | |||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of July 1, 2013 | $ | 3 | $ | (3,238 | ) | $ | (200 | ) | $ | (3,435 | ) | |||||||||
Other comprehensive income (loss) before reclassifications | — | (85 | ) | 256 | 171 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 51 | — | 51 | ||||||||||||||||
Net current period other comprehensive income (loss) | — | (34 | ) | 256 | 222 | |||||||||||||||
Balance as of September 30, 2013 | $ | 3 | $ | (3,272 | ) | $ | 56 | $ | (3,213 | ) | ||||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of January 1, 2014 | $ | 5 | $ | (2,682 | ) | $ | 56 | $ | (2,621 | ) | ||||||||||
Other comprehensive income (loss) before reclassifications | — | (174 | ) | (204 | ) | (378 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 104 | — | 104 | ||||||||||||||||
Net current period other comprehensive income (loss) | — | (70 | ) | (204 | ) | (274 | ) | |||||||||||||
Balance as of September 30, 2014 | $ | 5 | $ | (2,752 | ) | $ | (148 | ) | $ | (2,895 | ) | |||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of January 1, 2013 | $ | 4 | $ | (3,451 | ) | $ | 140 | $ | (3,307 | ) | ||||||||||
Other comprehensive income (loss) before reclassifications | (1 | ) | 36 | (84 | ) | (49 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 143 | — | 143 | ||||||||||||||||
Net current period other comprehensive income (loss) | (1 | ) | 179 | (84 | ) | 94 | ||||||||||||||
Balance as of September 30, 2013 | $ | 3 | $ | (3,272 | ) | $ | 56 | $ | (3,213 | ) | ||||||||||
The components of other comprehensive income (loss) for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||||||
Three Months Ended September 30, | 2014 | 2013 | ||||||||||||||||||
(In millions of dollars) | Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||||||||||||||
Foreign currency translation adjustments | $ | (421 | ) | $ | (2 | ) | $ | (419 | ) | $ | 254 | $ | (2 | ) | $ | 256 | ||||
Unrealized investment gains (losses) | — | — | — | — | — | — | ||||||||||||||
Pension/post-retirement plans: | ||||||||||||||||||||
Amortization of losses (gains) included in net periodic pension cost: | ||||||||||||||||||||
Prior service gains (a) | (3 | ) | (1 | ) | (2 | ) | (6 | ) | (2 | ) | (4 | ) | ||||||||
Net actuarial losses (a) | 57 | 18 | 39 | 81 | 26 | 55 | ||||||||||||||
Subtotal | 54 | 17 | 37 | 75 | 24 | 51 | ||||||||||||||
Effect of remeasurement | (1 | ) | (1 | ) | — | — | — | — | ||||||||||||
Effect of curtailment | — | — | — | — | — | — | ||||||||||||||
Foreign currency translation adjustments | 119 | 25 | 94 | (106 | ) | (25 | ) | (81 | ) | |||||||||||
Other | — | — | — | (6 | ) | (2 | ) | (4 | ) | |||||||||||
Pension/post-retirement plans (losses) gains | 172 | 41 | 131 | (37 | ) | (3 | ) | (34 | ) | |||||||||||
Other comprehensive income (loss) | $ | (249 | ) | $ | 39 | $ | (288 | ) | $ | 217 | $ | (5 | ) | $ | 222 | |||||
(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense. | ||||||||||||||||||||
Nine Months Ended September 30, | 2014 | 2013 | ||||||||||||||||||
(In millions of dollars) | Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||||||||||||||
Foreign currency translation adjustments | $ | (214 | ) | $ | (10 | ) | $ | (204 | ) | $ | (91 | ) | $ | (7 | ) | $ | (84 | ) | ||
Unrealized investment gains (losses) | — | — | — | (1 | ) | — | (1 | ) | ||||||||||||
Pension/post-retirement plans: | ||||||||||||||||||||
Amortization of losses (gains) included in net periodic pension cost: | ||||||||||||||||||||
Prior service gains (a) | (8 | ) | (3 | ) | (5 | ) | (17 | ) | (6 | ) | (11 | ) | ||||||||
Net actuarial losses (a) | 157 | 48 | 109 | 237 | 83 | 154 | ||||||||||||||
Subtotal | 149 | 45 | 104 | 220 | 77 | 143 | ||||||||||||||
Effect of remeasurement | (167 | ) | (34 | ) | (133 | ) | — | — | — | |||||||||||
Effect of curtailment | (65 | ) | (13 | ) | (52 | ) | — | — | — | |||||||||||
Foreign currency translation adjustments | 11 | 3 | 8 | 51 | 11 | 40 | ||||||||||||||
Other | 3 | — | 3 | (6 | ) | (2 | ) | (4 | ) | |||||||||||
Pension/post-retirement plans (losses) gains | (69 | ) | 1 | (70 | ) | 265 | 86 | 179 | ||||||||||||
Other comprehensive (loss) income | $ | (283 | ) | $ | (9 | ) | $ | (274 | ) | $ | 173 | $ | 79 | $ | 94 | |||||
(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
Acquisitions | ||||||||||||||||
The Company completed 12 acquisitions during the first nine months of 2014. | ||||||||||||||||
• | January - Marsh & McLennan Agency ("MMA") acquired Barney & Barney, a San Diego-based insurance broking firm that provides insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S. and abroad. Also in January, Marsh acquired Central Insurance Services, an independent insurance broker in Scotland that provides insurance broking and risk advisory services to companies of all sizes across industry sectors. | |||||||||||||||
• | February - MMA acquired Great Lakes Employee Benefits Services, Inc., an employee group benefits consulting and brokerage firm based in Michigan, and Bond Network, Inc., a surety bonding agency based in North Carolina. | |||||||||||||||
• | March - MMA acquired Capstone Insurance Services, LLC, an agency that provides property/casualty insurance and risk management solutions to businesses and individuals throughout South Carolina, and Mercer acquired Transition Assist, a retiree exchange specializing in helping retirees in employer-sponsored plans select Medicare supplemental health care insurance. | |||||||||||||||
• | May - MMA acquired Kinker-Eveleigh Insurance Agency, an Ohio-based agency specializing in property-casualty and employee benefits solutions, and VISICOR, a full-service employee benefits brokerage and consulting firm based in Texas. | |||||||||||||||
• | June - MMA acquired Senn Dunn Insurance, a full service insurance brokerage located in North Carolina. | |||||||||||||||
• | July - Marsh acquired Seguros Morrice y Urrutia S.A., an insurance broker based in Panama City, Panama. | |||||||||||||||
• | September - Marsh acquired Kocisko Insurance Brokers, Inc., an insurance agency located in Montreal, Quebec; and Oliver Wyman acquired Bonfire Communications, an agency specializing in employee engagement and internal communications based in San Francisco, California. | |||||||||||||||
Total purchase consideration for acquisitions made during the first nine months of 2014 was $573 million, which consisted of cash paid of $426 million and deferred purchase and estimated contingent consideration of $147 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over periods ranging from two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. The estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $10 million of deferred purchase consideration and $40 million of contingent consideration related to acquisitions made in prior years. | ||||||||||||||||
The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2014 based on their fair values: | ||||||||||||||||
For the Nine Months Ended September 30, 2014 | ||||||||||||||||
(Amounts in millions) | ||||||||||||||||
Cash | $ | 426 | ||||||||||||||
Estimated fair value of deferred/contingent consideration | 147 | |||||||||||||||
Total Consideration | $ | 573 | ||||||||||||||
Allocation of purchase price: | ||||||||||||||||
Cash and cash equivalents | $ | 20 | ||||||||||||||
Accounts receivable, net | 6 | |||||||||||||||
Other current assets | — | |||||||||||||||
Property, plant, and equipment | 4 | |||||||||||||||
Intangible assets | 233 | |||||||||||||||
Goodwill | 350 | |||||||||||||||
Other assets | 5 | |||||||||||||||
Total assets acquired | 618 | |||||||||||||||
Current liabilities | 36 | |||||||||||||||
Other liabilities | 9 | |||||||||||||||
Total liabilities assumed | 45 | |||||||||||||||
Net assets acquired | $ | 573 | ||||||||||||||
Prior Year Acquisitions | ||||||||||||||||
The Risk and Insurance Services segment completed six acquisitions during 2013. | ||||||||||||||||
• | June - Marsh acquired Rehder y Asociados Group, an insurance adviser in Peru. The business includes the insurance broker Rehder y Asociados and employee health and benefits specialist, Humanasalud. Marsh also completed the acquisition of Franco & Acra Tecniseguros, an insurance advisor in the Dominican Republic. | |||||||||||||||
• | July - Guy Carpenter acquired Smith Group, a specialist disability reinsurance risk manager and consultant based in Maine. | |||||||||||||||
• | September - Marsh purchased an additional stake in Insia a.s., an insurance broker operating in the Czech Republic and Slovakia which, when combined with its prior holdings, gave Marsh a controlling interest. Insia a.s. was previously accounted for under the equity method. | |||||||||||||||
• | November - MMA acquired Elsey & Associates, a Texas-based provider of surety bonds and insurance coverage to the construction industry. | |||||||||||||||
• | December - MMA acquired Cambridge Property and Casualty, a Michigan-based company providing insurance and risk management services to high net worth individuals and mid-sized businesses. | |||||||||||||||
The Consulting segment completed two acquisitions during 2013. | ||||||||||||||||
• | July - Oliver Wyman acquired Corven, a U.K.-based management consultancy firm. | |||||||||||||||
• | August - Mercer acquired Global Remuneration Solutions, a market leading compensation consulting firm based in South Africa. | |||||||||||||||
Total purchase consideration for acquisitions made during the first nine months of 2013 was $156 million, which consisted of cash paid of $119 million and deferred purchase and estimated contingent consideration of $37 million. Contingent consideration arrangements are primarily based on EBITDA and revenue targets over periods ranging from two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. The estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $4 million of deferred purchase consideration and $8 million of contingent consideration related to acquisitions made in prior years. | ||||||||||||||||
Pro-Forma Information | ||||||||||||||||
While the Company does not believe its acquisitions made during the first nine months of 2014 and 2013 are material in the aggregate, the following unaudited pro-forma financial data gives effect to the acquisitions made by the Company. In accordance with accounting guidance related to pro-forma disclosure, the information presented for the 2014 acquisitions is as if they occurred on January 1, 2013 and reflects acquisitions made in 2013 as if they occurred on January 1, 2012. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles. 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions, except per share figures) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenue | $ | 3,143 | $ | 2,981 | $ | 9,744 | $ | 9,338 | ||||||||
Income from continuing operations | $ | 305 | $ | 263 | $ | 1,205 | $ | 1,085 | ||||||||
Net income attributable to the Company | $ | 298 | $ | 256 | $ | 1,174 | $ | 1,067 | ||||||||
Basic net income per share: | ||||||||||||||||
– Continuing operations | $ | 0.55 | $ | 0.47 | $ | 2.15 | $ | 1.93 | ||||||||
– Net income attributable to the Company | $ | 0.55 | $ | 0.47 | $ | 2.15 | $ | 1.94 | ||||||||
Diluted net income per share: | ||||||||||||||||
– Continuing operations | $ | 0.54 | $ | 0.46 | $ | 2.13 | $ | 1.9 | ||||||||
– Net income attributable to the Company | $ | 0.54 | $ | 0.46 | $ | 2.12 | $ | 1.91 | ||||||||
The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statement of income for the three- and nine-month periods ending September 30, 2014 includes approximately $46 million of revenue and $5 million of net operating income and approximately $104 million of revenue and $11 million of net operating income, respectively, related to acquisitions made in 2014. | ||||||||||||||||
Equity Investment | ||||||||||||||||
On June 23, 2014, Mercer announced that it had entered into a definitive agreement to acquire a 34% stake in South Africa-based Alexander Forbes Group Holdings Limited ("Alexander Forbes"), becoming a strategic shareholder after Alexander Forbes successfully launched an initial public offering. Mercer purchased its stake in Alexander Forbes in two tranches at 7.50 South African Rand per share. On July 24, 2014, the Company purchased 14.9% of Alexander Forbes common shares for approximately $137 million, which is included in other assets in the consolidated balance sheets. The investment in Alexander Forbes is accounted for using the equity method and included in other assets in the consolidated balance sheet. In October 2014, the Company paid approximately $166 million for the remaining 19.1% of Alexander Forbes common shares. | ||||||||||||||||
Alexander Forbes principally focuses on employee benefits and investment solutions for institutional clients, and financial wellbeing and retail financial solutions for individual clients. Services include retirement funds and investment consulting, actuarial and administration services, employee risk benefits and health-care consulting, multi-manager investments solutions, and personal lines and business insurance. The range of services provided by Alexander Forbes aligns closely with Mercer's global business. |
Dispositions
Dispositions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Dispositions | ' | |||||||||||||||
Dispositions | ||||||||||||||||
Summarized Statements of Income data for discontinued operations is as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions of dollars, except per share figures) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Disposals of discontinued operations | $ | (1 | ) | $ | — | $ | (1 | ) | $ | (5 | ) | |||||
Income tax expense (credit) | — | 1 | 3 | (11 | ) | |||||||||||
Disposals of discontinued operations, net of tax | (1 | ) | (1 | ) | (4 | ) | 6 | |||||||||
Discontinued operations, net of tax | $ | (1 | ) | $ | (1 | ) | $ | (4 | ) | $ | 6 | |||||
Discontinued operations, net of tax per share | ||||||||||||||||
– Basic | $ | — | $ | — | $ | (0.01 | ) | $ | 0.01 | |||||||
– Diluted | $ | — | $ | — | $ | (0.01 | ) | $ | 0.01 | |||||||
The nine month period ended September 30, 2013 includes estimated costs under the indemnity related to the Kroll sale and tax indemnities related to the Putnam sale. |
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
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 test for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, the Company assesses qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. The Company considered numerous factors, which included that the fair value of each reporting unit exceeded its fair value by a substantial margin in its most recent estimate of reporting unit fair values, whether significant acquisitions or dispositions occurred which might alter the fair value of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values, industry and market conditions, and the year-over year change in the Company’s share price. The Company completed its qualitative assessment in the third quarter of 2014 and concluded that a two-step goodwill impairment test was not required in 2014, that goodwill was not impaired, and that each reporting unit’s fair value exceeded its carrying value by a substantial margin. | ||||||||||||||||||||||||
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. | ||||||||||||||||||||||||
Changes in the carrying amount of goodwill are as follows: | ||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||
(In millions of dollars) | 2014 | 2013 | ||||||||||||||||||||||
Balance as of January 1, as reported | $ | 6,893 | $ | 6,792 | ||||||||||||||||||||
Goodwill acquired | 350 | 93 | ||||||||||||||||||||||
Other adjustments(a) | (64 | ) | (20 | ) | ||||||||||||||||||||
Balance at September 30, | $ | 7,179 | $ | 6,865 | ||||||||||||||||||||
(a) | Primarily reflects the impact of foreign exchange in each period. | |||||||||||||||||||||||
Goodwill allocable to the Company’s reportable segments at September 30, 2014 is as follows: Risk & Insurance Services, $5 billion and Consulting, $2.2 billion. | ||||||||||||||||||||||||
Amortized intangible assets consist of the cost of client lists, client relationships and trade names acquired. The gross cost and accumulated amortization are as follows: | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
(In millions of dollars) | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||
Cost | Amortization | Carrying | Cost | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Amortized intangibles | $ | 1,093 | $ | 458 | $ | 635 | $ | 888 | $ | 416 | $ | 472 | ||||||||||||
The company recorded an intangible asset impairment of $5 million in the third quarter of 2013 in the Risk & Insurance Services segment. | ||||||||||||||||||||||||
Aggregate amortization expense for the nine months ended September 30, 2014 and 2013 was $64 million and $53 million, respectively. The estimated future aggregate amortization expense is as follows: | ||||||||||||||||||||||||
For the Years Ending December 31, | ||||||||||||||||||||||||
(In millions of dollars) | Estimated Expense | |||||||||||||||||||||||
2014 (excludes amortization through September 30, 2014) | $ | 23 | ||||||||||||||||||||||
2015 | 87 | |||||||||||||||||||||||
2016 | 76 | |||||||||||||||||||||||
2017 | 69 | |||||||||||||||||||||||
2018 | 67 | |||||||||||||||||||||||
Subsequent years | 313 | |||||||||||||||||||||||
$ | 635 | |||||||||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
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 Financial Accounting Standards Board ("FASB") in Accounting Standards Codification ("ASC") Topic No. 820 ("Fair Value Measurements and Disclosures"). 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 money market mutual funds). | |||||||||||||||||||||||||||||||
Assets and liabilities utilizing Level 1 inputs include exchange-traded equity securities and mutual 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 utilizing Level 2 inputs include corporate and municipal bonds, senior notes and interest rate swaps. | ||||||||||||||||||||||||||||||||
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 (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power). | |||||||||||||||||||||||||||||||
Liabilities utilizing Level 3 inputs include liabilities for contingent purchase consideration. | ||||||||||||||||||||||||||||||||
Valuation Techniques | ||||||||||||||||||||||||||||||||
Equity Securities and Mutual Funds - Level 1 | ||||||||||||||||||||||||||||||||
Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. | ||||||||||||||||||||||||||||||||
Interest Rate Swap Derivatives - Level 2 | ||||||||||||||||||||||||||||||||
The fair value of interest rate swap derivatives is based on the present value of future cash flows at each valuation date resulting from utilization of the swaps, using a constant discount rate of 1.6% compared to discount rates based on projected future yield curves. The Company settled its interest rate swap positions in July 2014. | ||||||||||||||||||||||||||||||||
Senior Notes due July 2014 - Level 2 | ||||||||||||||||||||||||||||||||
In the first quarter of 2011, the Company entered into two interest rate swaps to convert interest on a portion of its Senior Notes from a fixed rate to a floating rate. The swaps are designated as fair value hedging instruments. The change in the fair value of the swaps is recorded on the balance sheet. The carrying value of the debt related to these swaps is adjusted by an equal amount. The $250 million of Senior Notes that were tied to the interest rate swaps discussed above matured in July 2014. | ||||||||||||||||||||||||||||||||
Contingent Consideration Liability - Level 3 | ||||||||||||||||||||||||||||||||
Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. Contingent consideration arrangements are primarily based on meeting EBITDA and revenue targets over periods ranging from two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows resulting from the projected revenue and earnings of the acquired entities. | ||||||||||||||||||||||||||||||||
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 September 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||||||||
Identical Assets | Observable Inputs | Unobservable | Total | |||||||||||||||||||||||||||||
(Level 1) | (Level 2) | Inputs | ||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(In millions of dollars) | 9/30/14 | 12/31/13 | 9/30/14 | 12/31/13 | 9/30/14 | 12/31/13 | 9/30/14 | 12/31/13 | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Financial instruments owned: | ||||||||||||||||||||||||||||||||
Mutual funds(a) | $ | 150 | $ | 154 | $ | — | $ | — | $ | — | $ | — | $ | 150 | $ | 154 | ||||||||||||||||
Money market funds(b) | 348 | 45 | — | — | — | — | 348 | 45 | ||||||||||||||||||||||||
Interest rate swap derivatives(c) | — | — | — | 3 | — | — | — | 3 | ||||||||||||||||||||||||
Total assets measured at fair value | $ | 498 | $ | 199 | $ | — | $ | 3 | $ | — | $ | — | $ | 498 | $ | 202 | ||||||||||||||||
Fiduciary Assets: | ||||||||||||||||||||||||||||||||
Money market funds | $ | 77 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 77 | $ | — | ||||||||||||||||
Total fiduciary assets measured | $ | 77 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 77 | $ | — | ||||||||||||||||
at fair value | ||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase | $ | — | $ | — | $ | — | $ | — | $ | 151 | $ | 104 | $ | 151 | $ | 104 | ||||||||||||||||
consideration liability(d) | ||||||||||||||||||||||||||||||||
Senior Notes due 2014(e) | — | — | — | 253 | — | — | — | 253 | ||||||||||||||||||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | — | $ | 253 | $ | 151 | $ | 104 | $ | 151 | $ | 357 | ||||||||||||||||
(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 other receivables in the consolidated balance sheets. | |||||||||||||||||||||||||||||||
(d) | Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. | |||||||||||||||||||||||||||||||
(e) | Included in long-term debt in the consolidated balance sheets. | |||||||||||||||||||||||||||||||
During the nine-month period ended September 30, 2014, 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 as of September 30, 2014 and 2013 that represent contingent consideration related to acquisitions: | ||||||||||||||||||||||||||||||||
(In millions of dollars) | 2014 | 2013 | ||||||||||||||||||||||||||||||
Balance at January 1, | $ | 104 | $ | 63 | ||||||||||||||||||||||||||||
Additions | 70 | 21 | ||||||||||||||||||||||||||||||
Payments | (40 | ) | (8 | ) | ||||||||||||||||||||||||||||
Revaluation Impact | 17 | 16 | ||||||||||||||||||||||||||||||
Balance at September 30, | $ | 151 | $ | 92 | ||||||||||||||||||||||||||||
The fair value of the contingent liability is based on projections of revenue and earnings for the acquired entities that are reassessed on a quarterly basis. 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 $17 million in the nine-month period ended September 30, 2014. A 5% increase in the above mentioned projections would increase the liability by approximately $22 million. A 5% decrease in the above mentioned projections would decrease the liability by approximately $25 million. |
Retirement_Benefits
Retirement Benefits | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | |||||||||||||||
Retirement Benefits | ' | |||||||||||||||
Retirement Benefits | ||||||||||||||||
The Company maintains qualified and non-qualified defined benefit pension plans for its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans. | ||||||||||||||||
The target asset allocation for the U.S. Plan was 58% equities and equity alternatives and 42% fixed income and at September 30, 2014, the actual allocation for the U.S. Plan was 57% equities and equity alternatives and 43% fixed income. The target asset allocation for the U.K. Plans, which comprises approximately 82% of non-U.S. Plan assets, is 50% equities and equity alternatives and 50% fixed income. As of September 30, 2014, the actual allocation for the U.K. Plans was 45% equities and equity alternatives and 55% fixed income. 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. Effective as of October 17, 2014, the target asset allocation for the U.S. Plan was changed to 62% equities and equity alternatives and 38% fixed income. | ||||||||||||||||
After completion of a consultation period with affected colleagues, in January 2014, the Company amended its U.K. defined benefit pension plans to close those plans to future benefit accruals effective August 1, 2014 and replaced those plans, along with its existing defined contribution plans, with a new, comprehensive defined contribution arrangement. This change resulted in a curtailment of the U.K. defined benefit plans, and as required under GAAP, the Company re-measured the defined benefit plans’ assets and liabilities at the amendment date, based on assumptions and market conditions at that date. As a result of the re-measurement, the projected benefit obligation ("PBO") increased by approximately $147 million and the funded status decreased by approximately $137 million. The change in the PBO and in the funded status relates primarily to a decrease in the discount rate at the re-measurement date. The net periodic benefit costs recognized in 2014 are the weighted average resulting from the December 31, 2013 measurement and the January 2014 re-measurement. The Company recognized a curtailment gain of $65 million in the first quarter of 2014, primarily resulting from the recognition of the remaining unamortized prior service credit related to a plan amendment made in December 2012. This gain was mostly offset by the cost of a transition benefit for certain employees most impacted by the amendment, which is not part of net periodic pension cost. | ||||||||||||||||
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 | Postretirement | ||||||||||||||
For the Three Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 49 | $ | 63 | $ | 2 | $ | 2 | ||||||||
Interest cost | 163 | 144 | 3 | 2 | ||||||||||||
Expected return on plan assets | (251 | ) | (227 | ) | — | — | ||||||||||
Amortization of prior service credit | (2 | ) | (5 | ) | — | — | ||||||||||
Recognized actuarial loss | 55 | 79 | (1 | ) | — | |||||||||||
Net periodic benefit cost | $ | 14 | $ | 54 | $ | 4 | $ | 4 | ||||||||
Combined U.S. and significant non-U.S. Plans | Pension | Postretirement | ||||||||||||||
For the Nine Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 172 | $ | 188 | $ | 4 | $ | 4 | ||||||||
Interest cost | 485 | 433 | 9 | 8 | ||||||||||||
Expected return on plan assets | (749 | ) | (680 | ) | — | — | ||||||||||
Amortization of prior service credit | (8 | ) | (16 | ) | — | — | ||||||||||
Recognized actuarial loss | 159 | 237 | (1 | ) | 1 | |||||||||||
Net periodic benefit cost | $ | 59 | $ | 162 | $ | 12 | $ | 13 | ||||||||
Curtailment (credit) | (65 | ) | — | — | — | |||||||||||
Total cost (credit) | $ | (6 | ) | $ | 162 | $ | 12 | $ | 13 | |||||||
U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Three Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 23 | $ | 26 | $ | 1 | $ | 1 | ||||||||
Interest cost | 65 | 57 | 2 | 1 | ||||||||||||
Expected return on plan assets | (87 | ) | (81 | ) | — | — | ||||||||||
Amortization of prior service credit | (1 | ) | (4 | ) | — | — | ||||||||||
Recognized actuarial loss | 31 | 52 | (1 | ) | — | |||||||||||
Net periodic benefit cost | $ | 31 | $ | 50 | $ | 2 | $ | 2 | ||||||||
U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Nine Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 68 | $ | 78 | $ | 2 | $ | 2 | ||||||||
Interest cost | 190 | 171 | 6 | 5 | ||||||||||||
Expected return on plan assets | (260 | ) | (243 | ) | — | — | ||||||||||
Amortization of prior service credit | (5 | ) | (12 | ) | — | — | ||||||||||
Recognized actuarial loss (gain) | 84 | 156 | (2 | ) | — | |||||||||||
Net periodic benefit cost | $ | 77 | $ | 150 | $ | 6 | $ | 7 | ||||||||
Significant non-U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Three Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 26 | $ | 37 | $ | 1 | $ | 1 | ||||||||
Interest cost | 98 | 87 | 1 | 1 | ||||||||||||
Expected return on plan assets | (164 | ) | (146 | ) | — | — | ||||||||||
Amortization of prior service credit | (1 | ) | (1 | ) | — | — | ||||||||||
Recognized actuarial loss | 24 | 27 | — | — | ||||||||||||
Net periodic benefit cost | $ | (17 | ) | $ | 4 | $ | 2 | $ | 2 | |||||||
Significant non-U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Nine Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 104 | $ | 110 | $ | 2 | $ | 2 | ||||||||
Interest cost | 295 | 262 | 3 | 3 | ||||||||||||
Expected return on plan assets | (489 | ) | (437 | ) | — | — | ||||||||||
Amortization of prior service cost | (3 | ) | (4 | ) | — | — | ||||||||||
Recognized actuarial loss | 75 | 81 | 1 | 1 | ||||||||||||
Net periodic benefit cost | $ | (18 | ) | $ | 12 | $ | 6 | $ | 6 | |||||||
Curtailment (credit) | (65 | ) | — | — | — | |||||||||||
Total cost (credit) | $ | (83 | ) | $ | 12 | $ | 6 | $ | 6 | |||||||
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 | Postretirement | ||||||||||||||
Benefits | Benefits | |||||||||||||||
September 30, | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Weighted average assumptions: | ||||||||||||||||
Expected return on plan assets | 7.53 | % | 7.66 | % | — | % | — | % | ||||||||
Discount rate | 4.74 | % | 4.38 | % | 5.03 | % | 4.32 | % | ||||||||
Rate of compensation increase | 2.64 | % | 2.43 | % | — | % | — | % | ||||||||
The Company made approximately $140 million of contributions to its U.S. and non-U.S. defined benefit plans in the first nine months of 2014. The Company expects to contribute approximately $43 million to its non-qualified U.S. pension and non-U.S. pension plans during the remainder of 2014. |
Debt
Debt | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Debt | ' | |||||||||||||||
Debt | ||||||||||||||||
The Company’s outstanding debt is as follows: | ||||||||||||||||
(In millions of dollars) | September 30, | December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||||
Short-term: | ||||||||||||||||
Current portion of long-term debt | $ | 640 | $ | 334 | ||||||||||||
Long-term: | ||||||||||||||||
Senior notes – 5.875% due 2033 | 297 | 297 | ||||||||||||||
Senior notes – 5.375% due 2014 | — | 323 | ||||||||||||||
Senior notes – 5.75% due 2015 | 230 | 230 | ||||||||||||||
Senior notes – 2.30% due 2017 | 249 | 249 | ||||||||||||||
Senior notes – 9.25% due 2019 | 399 | 399 | ||||||||||||||
Senior notes – 4.80% due 2021 | 497 | 497 | ||||||||||||||
Senior notes – 2.55% due 2018 | 249 | 248 | ||||||||||||||
Senior notes – 4.05% due 2023 | 248 | 247 | ||||||||||||||
Senior notes – 3.50% due 2024 | 595 | — | ||||||||||||||
Senior notes – 2.35% due 2019 | 300 | — | ||||||||||||||
Senior notes – 3.50% due 2025 | 498 | — | ||||||||||||||
Mortgage – 5.70% due 2035 | 405 | 413 | ||||||||||||||
Term Loan Facility - due 2016 | 50 | 50 | ||||||||||||||
Other | 2 | 2 | ||||||||||||||
4,019 | 2,955 | |||||||||||||||
Less current portion | 640 | 334 | ||||||||||||||
$ | 3,379 | $ | 2,621 | |||||||||||||
The senior notes in the table above are publicly registered by the Company with no guarantees attached. | ||||||||||||||||
In September 2014, the Company issued $300 million of 2.35% five-year senior notes and $500 million of 3.50% 10.5 year senior notes. In October 2014, a significant portion of the net proceeds of this offering were used to redeem $630 million of debt, including $230 million of 5.75% senior notes due in September 2015 and $400 million of 9.25% senior notes due in 2019. Total cash outflow related to this transaction was approximately $765 million, which included approximately $135 million cost for early redemption, which will be reflected as a charge in the consolidated statements of income in the fourth quarter of 2014. | ||||||||||||||||
In May 2014, the Company issued $600 million of 3.50% ten-year senior notes. The net proceeds of this offering were used for general corporate purposes, which included the repayment of $320 million of the existing 5.375% senior notes, which matured on July 15, 2014. | ||||||||||||||||
In September 2013, the Company issued $250 million of 2.55% five-year senior notes and $250 million of 4.05% ten-year senior notes. The net proceeds of this offering were used for general corporate purposes, which included a partial redemption of $250 million of the outstanding principal amount of the existing 5.75% senior notes due 2015. The redemption settled in October 2013 with a total cash outflow of approximately $275 million, which included a $24 million cost for early redemption. | ||||||||||||||||
In February 2013, the Company repaid its 4.850% $250 million senior notes. | ||||||||||||||||
On March 28, 2014, the Company and certain of its foreign subsidiaries amended its $1.0 billion facility as discussed below into a $1.2 billion multi-currency five-year unsecured revolving credit facility. 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 March 2019 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at September 30, 2014. | ||||||||||||||||
The Company and certain of its foreign subsidiaries previously maintained a $1.0 billion multi-currency five-year revolving credit facility. The facility was previously due to expire in October 2016 and was in effect until March 2014. There were no borrowings outstanding under this facility at the time it was amended. | ||||||||||||||||
In December 2012, the Company closed on a $50 million, three-year term loan facility. The interest rate on this facility at September 30, 2014 was 1.15%, which is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The facility requires the Company to maintain coverage ratios and leverage ratios consistent with the revolving credit facility discussed above. The Company had $50 million of borrowings under this facility at September 30, 2014. | ||||||||||||||||
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. | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
(In millions of dollars) | Carrying | Fair | Carrying | Fair | ||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Short-term debt | $ | 640 | $ | 776 | $ | 334 | $ | 334 | ||||||||
Long-term debt | $ | 3,379 | $ | 3,500 | $ | 2,621 | $ | 2,819 | ||||||||
The fair value of the Company’s short-term debt, which at September 30, 2014 primarily consists of debt that was extinguished in October 2014, is based on the cost to extinguish. In 2013, short-term debt consists primarily of 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 | 9 Months Ended | |||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||||||||||||||||||
Restructuring Costs | ' | |||||||||||||||||||||||||||||||||||
Restructuring Costs | ||||||||||||||||||||||||||||||||||||
The Company recorded total restructuring costs of $10 million in the first nine months of 2014 primarily due to severance and future rent under non-cancelable leases. These costs were incurred in Corporate. | ||||||||||||||||||||||||||||||||||||
Details of the restructuring activity from January 1, 2013 through September 30, 2014, which includes liabilities from actions prior to 2014, are as follows: | ||||||||||||||||||||||||||||||||||||
(In millions of dollars) | Liability at 1/1/13 | Amounts | Cash | Other | Liability at 12/31/13 | Amounts | Cash | Other | Liability at 9/30/14 | |||||||||||||||||||||||||||
Accrued | Paid | Accrued | Paid | |||||||||||||||||||||||||||||||||
Severance | $ | 36 | $ | 9 | $ | (33 | ) | $ | (1 | ) | $ | 11 | $ | 4 | $ | (7 | ) | $ | (1 | ) | $ | 7 | ||||||||||||||
Future rent under non-cancelable leases and other costs | 134 | 13 | (32 | ) | (2 | ) | 113 | 6 | (27 | ) | (1 | ) | 91 | |||||||||||||||||||||||
Total | $ | 170 | $ | 22 | $ | (65 | ) | $ | (3 | ) | $ | 124 | $ | 10 | $ | (34 | ) | $ | (2 | ) | $ | 98 | ||||||||||||||
The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable, other liabilities, or accrued compensation, depending on the nature of the items. |
Common_Stock
Common Stock | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Common Stock | ' |
Common Stock | |
During the first nine months of 2014, the Company repurchased approximately 11.8 million shares of its common stock for consideration of $600 million. In May 2014, the Board of Directors of the Company authorized share repurchases of up to $2 billion of the Company's common stock. The Company remains authorized to purchase additional shares of its common stock up to a value of $1.5 billion. There is no time limit on the authorization. During the first nine months of 2013, the Company repurchased 10 million shares of its common stock for consideration of $400 million. |
Claims_Lawsuits_And_Other_Cont
Claims, Lawsuits And Other Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Claims, Lawsuits, and Other Contingencies | ' |
Claims, Lawsuits and Other Contingencies | |
Errors and Omissions Claims | |
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 services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, 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. Errors and omissions claims may seek damages, including punitive and treble damages, in amounts that could, if awarded, be significant. In establishing liabilities for errors and omissions claims in accordance with FASB ASC Subtopic No. 450-20 (Contingencies-Loss Contingencies), the Company utilizes case level reviews by inside and outside counsel, an internal actuarial analysis and other analysis 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 Related Claims | |
In January 2005, the Company and its subsidiary Marsh Inc. (the predecessor entity to Marsh LLC) entered into a settlement agreement with the New York State Attorney General (“NYAG”) and the New York State Insurance Department to settle a civil complaint and related citation regarding Marsh's use of market service agreements with various insurance companies. The parties subsequently entered into an amended and restated settlement agreement in February 2010 that restored a level playing field for Marsh. | |
Numerous private party lawsuits based on similar allegations to those made in the NYAG complaint were commenced against the Company, one or more of its subsidiaries, and their current and former directors and officers. All but one of these matters have been resolved. | |
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. In the ordinary course of business, the Company is also subject to subpoenas, investigations, lawsuits and/or other regulatory actions undertaken by governmental authorities. In this regard, in November 2013, Mercer received a subpoena from the New York Department of Financial Services in connection with a review of New York's public pension funds. | |
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 are 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 September 30, 2014, 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 us 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 we anticipate that additional claimants may seek to recover against the letter of credit. | |
Kroll-related Matters | |
Under the terms of a stock purchase agreement with Altegrity, Inc. (“Altegrity”) related to Altegrity's purchase of Kroll from the Company in August 2010, a copy of which is attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2010, the Company agreed to provide a limited indemnity to Altegrity with respect to certain Kroll-related litigation and regulatory matters. | |
The pending proceedings and other matters described in this Note 15 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages and other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB ASC Subtopic No. 450-20 (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 | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The Company is organized based on the types of services provided. Under this organizational structure, the Company’s business 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 2013 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. | ||||||||||||||||
Selected information about the Company’s operating segments for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions of dollars) | Revenue | Operating | Revenue | Operating | ||||||||||||
Income | Income | |||||||||||||||
(Loss) | (Loss) | |||||||||||||||
2014 – | ||||||||||||||||
Risk and Insurance Services | $ | 1,610 | (a) | $ | 229 | $ | 5,240 | (c) | $ | 1,170 | ||||||
Consulting | 1,541 | (b) | 274 | 4,493 | (d) | 746 | ||||||||||
Total Operating Segments | 3,151 | 503 | 9,733 | 1,916 | ||||||||||||
Corporate / Eliminations | (10 | ) | (58 | ) | (28 | ) | (151 | ) | ||||||||
Total Consolidated | $ | 3,141 | $ | 445 | $ | 9,705 | $ | 1,765 | ||||||||
2013– | ||||||||||||||||
Risk and Insurance Services | $ | 1,504 | (a) | $ | 222 | $ | 4,963 | (c) | $ | 1,111 | ||||||
Consulting | 1,437 | (b) | 232 | 4,209 | (d) | 624 | ||||||||||
Total Operating Segments | 2,941 | 454 | 9,172 | 1,735 | ||||||||||||
Corporate / Eliminations | (9 | ) | (50 | ) | (26 | ) | (147 | ) | ||||||||
Total Consolidated | $ | 2,932 | $ | 404 | $ | 9,146 | $ | 1,588 | ||||||||
(a) | Includes inter-segment revenue of $0 million and $1 million in 2014 and 2013, respectively, interest income on fiduciary funds of $6 million and $7 million in 2014 and 2013, respectively, and equity method income of $4 million and $2 million in 2014 and 2013, respectively. | |||||||||||||||
(b) | Includes inter-segment revenue of $10 million and $8 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $2 million in 2014 and $1 million in 2013. | |||||||||||||||
(c) | Includes inter-segment revenue of $3 million and $4 million in 2014 and 2013, respectively, interest income on fiduciary funds of $18 million and $21 million in 2014 and 2013, respectively, and equity method income of $10 million in both 2014 and 2013. | |||||||||||||||
(d) | Includes inter-segment revenue of $25 million and $22 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $5 million and $3 million in 2014 and 2013, respectively. | |||||||||||||||
Details of operating segment revenue for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Risk and Insurance Services | ||||||||||||||||
Marsh | $ | 1,343 | $ | 1,241 | $ | 4,295 | $ | 4,038 | ||||||||
Guy Carpenter | 267 | 263 | 945 | 925 | ||||||||||||
Total Risk and Insurance Services | 1,610 | 1,504 | 5,240 | 4,963 | ||||||||||||
Consulting | ||||||||||||||||
Mercer | 1,112 | 1,072 | 3,244 | 3,157 | ||||||||||||
Oliver Wyman Group | 429 | 365 | 1,249 | 1,052 | ||||||||||||
Total Consulting | 1,541 | 1,437 | 4,493 | 4,209 | ||||||||||||
Total Operating Segments | 3,151 | 2,941 | 9,733 | 9,172 | ||||||||||||
Corporate/ Eliminations | (10 | ) | (9 | ) | (28 | ) | (26 | ) | ||||||||
Total | $ | 3,141 | $ | 2,932 | $ | 9,705 | $ | 9,146 | ||||||||
New_Accounting_Guidance
New Accounting Guidance | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Guidance | ' |
New Accounting Guidance | |
In June 2014, the FASB issued new accounting guidance to clarify the treatment of share-based payment awards that require a specific performance target to be achieved in order for employees to be eligible to vest in the awards which include terms that may provide that the performance conditions could be achieved after an employee completes the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, a reporting entity should apply the existing guidance as it relates to awards with performance conditions that affect vesting. The guidance is effective for annual periods beginning after December 15, 2015. Earlier adoption is permitted. Adoption of the guidance is not expected to materially affect the Company's financial condition, results of operations or cash flows. | |
In May 2014, the FASB issued new accounting guidance to clarify the principles for revenue recognition. The core principle of the 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 should apply 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 guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. Entities are permitted to adopt the guidance under one of the following methods: retrospectively to each prior reporting period presented (with certain practical expedients allowed) or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. If an entity elects this transition method, it must provide disclosures in reporting periods that include the date of initial application of the amount by which each financial statement line item is affected in the current reporting period by application of the guidance as compared to guidance that was in effect before the change, and an explanation for the reasons for significant changes. The Company is currently evaluating the impact of the adoption of the guidance on its financial condition and results of operations. | |
In April 2014, the FASB issued new accounting guidance which changes the criteria for reporting discontinued operations and enhances disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations, such as disposal of a major geographic area or a major line of business, should be presented as discontinued operations. Those strategic shifts should have a major impact on the organization's operations and financial results. In addition, the new guidance requires expanded disclosures about discontinued operations. The guidance is effective for fiscal years beginning on or after December 15, 2014. Adoption of the guidance is not expected to materially affect the Company's financial condition, results of operations or cash flows. | |
In July 2013, the FASB issued new accounting guidance related to the presentation of unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward. However, to the extent a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction, the unrecognized tax benefit shall be presented in the financial statement as a liability and shall not be combined with deferred tax assets. The guidance is effective for fiscal years beginning after December 15, 2013. The adoption of this new guidance did not have a material impact on the Company's financial statements. | |
In July 2013, the FASB issued new accounting guidance which amends the criteria for an entity to qualify as an investment company. The guidance clarifies the characteristics of an investment company, provides comprehensive guidance to determine whether an entity is an investment company and sets measurement and disclosure requirements for investment companies. The guidance is effective for interim and annual reporting periods beginning after December 13, 2013. The adoption of this new guidance did not have a material impact on the Company's financial statements. |
Principles_of_Consolidation_an1
Principles of Consolidation and Other Matters (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
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. | ||
Income Taxes | ' | |
The Company's effective tax rate in the third quarter of 2014 was 29.6% compared with 32.1% in the third quarter of 2013. The effective tax rates for the first nine months of 2014 and 2013 were 28.9% and 30.1%, respectively. These rates reflect non-U.S. income taxed at rates below the U.S. statutory rate, including the effect of repatriation, as well as the impact of discrete tax matters such as changes in judgment about the beginning balance in valuation allowances, the resolution of tax examinations and expirations of statutes of limitations. The rate in the third quarter of 2013 also included the impact of tax changes on the Company's deferred tax assets and liabilities. | ||
The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors. | ||
The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. | ||
Reclassifications | ' | |
In the first quarter of 2014, the Company enhanced its operating cash flow presentation within the statement of cash flows to show on single lines the impact of pension and other benefit plan contributions in excess of the related expenses, and the non-cash impact of equity share awards. Previously, the cash flow impact of those items was presented as part of changes in other assets and other liabilities, and changes in other liabilities, respectively. The prior year’s presentation was conformed to the current presentation for the following line items within operating cash flows: | ||
• | Share-based compensation expense | |
• | Changes in other assets | |
• | Contributions to pension and other benefit plans in excess of current year expense/credit | |
• | Changes in other liabilities | |
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 Financial Accounting Standards Board ("FASB") in Accounting Standards Codification ("ASC") Topic No. 820 ("Fair Value Measurements and Disclosures"). 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 money market mutual funds). | |
Assets and liabilities utilizing Level 1 inputs include exchange-traded equity securities and mutual 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 utilizing Level 2 inputs include corporate and municipal bonds, senior notes and interest rate swaps. | ||
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 (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power). | |
Liabilities utilizing Level 3 inputs include liabilities for contingent purchase consideration. | ||
Valuation Techniques | ||
Equity Securities and Mutual Funds - Level 1 | ||
Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. | ||
Interest Rate Swap Derivatives - Level 2 | ||
The fair value of interest rate swap derivatives is based on the present value of future cash flows at each valuation date resulting from utilization of the swaps, using a constant discount rate of 1.6% compared to discount rates based on projected future yield curves. The Company settled its interest rate swap positions in July 2014. | ||
Senior Notes due July 2014 - Level 2 | ||
In the first quarter of 2011, the Company entered into two interest rate swaps to convert interest on a portion of its Senior Notes from a fixed rate to a floating rate. The swaps are designated as fair value hedging instruments. The change in the fair value of the swaps is recorded on the balance sheet. The carrying value of the debt related to these swaps is adjusted by an equal amount. The $250 million of Senior Notes that were tied to the interest rate swaps discussed above matured in July 2014. | ||
Contingent Consideration Liability - Level 3 | ||
Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. Contingent consideration arrangements are primarily based on meeting EBITDA and revenue targets over periods ranging from two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows resulting from the projected revenue and earnings of the acquired entities. |
Per_Share_Data_Tables
Per Share Data (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Diluted EPS Calculation Continuing Operations | ' | |||||||||||||||
Reconciliations of the applicable income components used for diluted EPS - Continuing operations and basic weighted average common shares outstanding to diluted weighted average common shares outstanding are presented below. The reconciling items related to the calculation of diluted weighted average common shares outstanding are the same for net income attributable to the Company. | ||||||||||||||||
Basic and Diluted EPS Calculation - Continuing Operations | Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions, except per share figures) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net income from continuing operations | $ | 305 | $ | 260 | $ | 1,202 | $ | 1,072 | ||||||||
Less: Net income attributable to non-controlling interests | 7 | 6 | 27 | 24 | ||||||||||||
$ | 298 | $ | 254 | $ | 1,175 | $ | 1,048 | |||||||||
Basic weighted average common shares outstanding | 544 | 549 | 547 | 549 | ||||||||||||
Dilutive effect of potentially issuable common shares | 7 | 9 | 7 | 9 | ||||||||||||
Diluted weighted average common shares outstanding | 551 | 558 | 554 | 558 | ||||||||||||
Average stock price used to calculate common stock equivalents | $ | 52.15 | $ | 42.08 | $ | 49.89 | $ | 39.15 | ||||||||
Recovered_Sheet1
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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 nine-month periods ended September 30, 2014 and 2013. | ||||||||
(In millions of dollars) | 2014 | 2013 | ||||||
Assets acquired, excluding cash | $ | 598 | $ | 199 | ||||
Liabilities assumed | (45 | ) | (59 | ) | ||||
Contingent/deferred purchase consideration | (147 | ) | (37 | ) | ||||
Net cash outflow for current year acquisitions | 406 | 103 | ||||||
Purchase of other intangibles | — | 1 | ||||||
Deferred purchase consideration from prior years' acquisitions | 10 | 4 | ||||||
Net cash outflow for acquisitions | $ | 416 | $ | 108 | ||||
(In millions of dollars) | 2014 | 2013 | ||||||
Interest paid | $ | 126 | $ | 140 | ||||
Income taxes paid | $ | 306 | $ | 258 | ||||
Other_Comprehensive_Income_Los1
Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||||||
The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three- and nine-month periods ended September 30, 2014 and 2013, including amounts reclassified out of AOCI, are as follows: | ||||||||||||||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of July 1, 2014 | $ | 5 | $ | (2,883 | ) | $ | 271 | $ | (2,607 | ) | ||||||||||
Other comprehensive income (loss) before reclassifications | — | 94 | (419 | ) | (325 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 37 | — | 37 | ||||||||||||||||
Net current period other comprehensive income (loss) | — | 131 | (419 | ) | (288 | ) | ||||||||||||||
Balance as of September 30, 2014 | $ | 5 | $ | (2,752 | ) | $ | (148 | ) | $ | (2,895 | ) | |||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of July 1, 2013 | $ | 3 | $ | (3,238 | ) | $ | (200 | ) | $ | (3,435 | ) | |||||||||
Other comprehensive income (loss) before reclassifications | — | (85 | ) | 256 | 171 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 51 | — | 51 | ||||||||||||||||
Net current period other comprehensive income (loss) | — | (34 | ) | 256 | 222 | |||||||||||||||
Balance as of September 30, 2013 | $ | 3 | $ | (3,272 | ) | $ | 56 | $ | (3,213 | ) | ||||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of January 1, 2014 | $ | 5 | $ | (2,682 | ) | $ | 56 | $ | (2,621 | ) | ||||||||||
Other comprehensive income (loss) before reclassifications | — | (174 | ) | (204 | ) | (378 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 104 | — | 104 | ||||||||||||||||
Net current period other comprehensive income (loss) | — | (70 | ) | (204 | ) | (274 | ) | |||||||||||||
Balance as of September 30, 2014 | $ | 5 | $ | (2,752 | ) | $ | (148 | ) | $ | (2,895 | ) | |||||||||
(In millions of dollars) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Adjustments | Total | ||||||||||||||||
Balance as of January 1, 2013 | $ | 4 | $ | (3,451 | ) | $ | 140 | $ | (3,307 | ) | ||||||||||
Other comprehensive income (loss) before reclassifications | (1 | ) | 36 | (84 | ) | (49 | ) | |||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 143 | — | 143 | ||||||||||||||||
Net current period other comprehensive income (loss) | (1 | ) | 179 | (84 | ) | 94 | ||||||||||||||
Balance as of September 30, 2013 | $ | 3 | $ | (3,272 | ) | $ | 56 | $ | (3,213 | ) | ||||||||||
Schedule of Components of Comprehensive Income (Loss) | ' | |||||||||||||||||||
The components of other comprehensive income (loss) for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||||||
Three Months Ended September 30, | 2014 | 2013 | ||||||||||||||||||
(In millions of dollars) | Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||||||||||||||
Foreign currency translation adjustments | $ | (421 | ) | $ | (2 | ) | $ | (419 | ) | $ | 254 | $ | (2 | ) | $ | 256 | ||||
Unrealized investment gains (losses) | — | — | — | — | — | — | ||||||||||||||
Pension/post-retirement plans: | ||||||||||||||||||||
Amortization of losses (gains) included in net periodic pension cost: | ||||||||||||||||||||
Prior service gains (a) | (3 | ) | (1 | ) | (2 | ) | (6 | ) | (2 | ) | (4 | ) | ||||||||
Net actuarial losses (a) | 57 | 18 | 39 | 81 | 26 | 55 | ||||||||||||||
Subtotal | 54 | 17 | 37 | 75 | 24 | 51 | ||||||||||||||
Effect of remeasurement | (1 | ) | (1 | ) | — | — | — | — | ||||||||||||
Effect of curtailment | — | — | — | — | — | — | ||||||||||||||
Foreign currency translation adjustments | 119 | 25 | 94 | (106 | ) | (25 | ) | (81 | ) | |||||||||||
Other | — | — | — | (6 | ) | (2 | ) | (4 | ) | |||||||||||
Pension/post-retirement plans (losses) gains | 172 | 41 | 131 | (37 | ) | (3 | ) | (34 | ) | |||||||||||
Other comprehensive income (loss) | $ | (249 | ) | $ | 39 | $ | (288 | ) | $ | 217 | $ | (5 | ) | $ | 222 | |||||
(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense. | ||||||||||||||||||||
Nine Months Ended September 30, | 2014 | 2013 | ||||||||||||||||||
(In millions of dollars) | Pre-Tax | Tax | Net of Tax | Pre-Tax | Tax | Net of Tax | ||||||||||||||
Foreign currency translation adjustments | $ | (214 | ) | $ | (10 | ) | $ | (204 | ) | $ | (91 | ) | $ | (7 | ) | $ | (84 | ) | ||
Unrealized investment gains (losses) | — | — | — | (1 | ) | — | (1 | ) | ||||||||||||
Pension/post-retirement plans: | ||||||||||||||||||||
Amortization of losses (gains) included in net periodic pension cost: | ||||||||||||||||||||
Prior service gains (a) | (8 | ) | (3 | ) | (5 | ) | (17 | ) | (6 | ) | (11 | ) | ||||||||
Net actuarial losses (a) | 157 | 48 | 109 | 237 | 83 | 154 | ||||||||||||||
Subtotal | 149 | 45 | 104 | 220 | 77 | 143 | ||||||||||||||
Effect of remeasurement | (167 | ) | (34 | ) | (133 | ) | — | — | — | |||||||||||
Effect of curtailment | (65 | ) | (13 | ) | (52 | ) | — | — | — | |||||||||||
Foreign currency translation adjustments | 11 | 3 | 8 | 51 | 11 | 40 | ||||||||||||||
Other | 3 | — | 3 | (6 | ) | (2 | ) | (4 | ) | |||||||||||
Pension/post-retirement plans (losses) gains | (69 | ) | 1 | (70 | ) | 265 | 86 | 179 | ||||||||||||
Other comprehensive (loss) income | $ | (283 | ) | $ | (9 | ) | $ | (274 | ) | $ | 173 | $ | 79 | $ | 94 | |||||
(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule For Allocation of Acquisition Costs | ' | |||||||||||||||
The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2014 based on their fair values: | ||||||||||||||||
For the Nine Months Ended September 30, 2014 | ||||||||||||||||
(Amounts in millions) | ||||||||||||||||
Cash | $ | 426 | ||||||||||||||
Estimated fair value of deferred/contingent consideration | 147 | |||||||||||||||
Total Consideration | $ | 573 | ||||||||||||||
Allocation of purchase price: | ||||||||||||||||
Cash and cash equivalents | $ | 20 | ||||||||||||||
Accounts receivable, net | 6 | |||||||||||||||
Other current assets | — | |||||||||||||||
Property, plant, and equipment | 4 | |||||||||||||||
Intangible assets | 233 | |||||||||||||||
Goodwill | 350 | |||||||||||||||
Other assets | 5 | |||||||||||||||
Total assets acquired | 618 | |||||||||||||||
Current liabilities | 36 | |||||||||||||||
Other liabilities | 9 | |||||||||||||||
Total liabilities assumed | 45 | |||||||||||||||
Net assets acquired | $ | 573 | ||||||||||||||
Pro-Forma Information | ' | |||||||||||||||
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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions, except per share figures) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenue | $ | 3,143 | $ | 2,981 | $ | 9,744 | $ | 9,338 | ||||||||
Income from continuing operations | $ | 305 | $ | 263 | $ | 1,205 | $ | 1,085 | ||||||||
Net income attributable to the Company | $ | 298 | $ | 256 | $ | 1,174 | $ | 1,067 | ||||||||
Basic net income per share: | ||||||||||||||||
– Continuing operations | $ | 0.55 | $ | 0.47 | $ | 2.15 | $ | 1.93 | ||||||||
– Net income attributable to the Company | $ | 0.55 | $ | 0.47 | $ | 2.15 | $ | 1.94 | ||||||||
Diluted net income per share: | ||||||||||||||||
– Continuing operations | $ | 0.54 | $ | 0.46 | $ | 2.13 | $ | 1.9 | ||||||||
– Net income attributable to the Company | $ | 0.54 | $ | 0.46 | $ | 2.12 | $ | 1.91 | ||||||||
Dispositions_Tables
Dispositions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Income Statement Data | ' | |||||||||||||||
Summarized Statements of Income data for discontinued operations is as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions of dollars, except per share figures) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Disposals of discontinued operations | $ | (1 | ) | $ | — | $ | (1 | ) | $ | (5 | ) | |||||
Income tax expense (credit) | — | 1 | 3 | (11 | ) | |||||||||||
Disposals of discontinued operations, net of tax | (1 | ) | (1 | ) | (4 | ) | 6 | |||||||||
Discontinued operations, net of tax | $ | (1 | ) | $ | (1 | ) | $ | (4 | ) | $ | 6 | |||||
Discontinued operations, net of tax per share | ||||||||||||||||
– Basic | $ | — | $ | — | $ | (0.01 | ) | $ | 0.01 | |||||||
– Diluted | $ | — | $ | — | $ | (0.01 | ) | $ | 0.01 | |||||||
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Changes in the Carrying Amount of Goodwill | ' | |||||||||||||||||||||||
Changes in the carrying amount of goodwill are as follows: | ||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||
(In millions of dollars) | 2014 | 2013 | ||||||||||||||||||||||
Balance as of January 1, as reported | $ | 6,893 | $ | 6,792 | ||||||||||||||||||||
Goodwill acquired | 350 | 93 | ||||||||||||||||||||||
Other adjustments(a) | (64 | ) | (20 | ) | ||||||||||||||||||||
Balance at September 30, | $ | 7,179 | $ | 6,865 | ||||||||||||||||||||
(a) | Primarily reflects the impact of foreign exchange in each period. | |||||||||||||||||||||||
Amortized Intangible Assets | ' | |||||||||||||||||||||||
Amortized intangible assets consist of the cost of client lists, client relationships and trade names acquired. The gross cost and accumulated amortization are as follows: | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
(In millions of dollars) | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||
Cost | Amortization | Carrying | Cost | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Amortized intangibles | $ | 1,093 | $ | 458 | $ | 635 | $ | 888 | $ | 416 | $ | 472 | ||||||||||||
Estimated Future Aggregate Amortization Expense | ' | |||||||||||||||||||||||
Aggregate amortization expense for the nine months ended September 30, 2014 and 2013 was $64 million and $53 million, respectively. The estimated future aggregate amortization expense is as follows: | ||||||||||||||||||||||||
For the Years Ending December 31, | ||||||||||||||||||||||||
(In millions of dollars) | Estimated Expense | |||||||||||||||||||||||
2014 (excludes amortization through September 30, 2014) | $ | 23 | ||||||||||||||||||||||
2015 | 87 | |||||||||||||||||||||||
2016 | 76 | |||||||||||||||||||||||
2017 | 69 | |||||||||||||||||||||||
2018 | 67 | |||||||||||||||||||||||
Subsequent years | 313 | |||||||||||||||||||||||
$ | 635 | |||||||||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
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 September 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||||||||
Identical Assets | Observable Inputs | Unobservable | Total | |||||||||||||||||||||||||||||
(Level 1) | (Level 2) | Inputs | ||||||||||||||||||||||||||||||
(Level 3) | ||||||||||||||||||||||||||||||||
(In millions of dollars) | 9/30/14 | 12/31/13 | 9/30/14 | 12/31/13 | 9/30/14 | 12/31/13 | 9/30/14 | 12/31/13 | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Financial instruments owned: | ||||||||||||||||||||||||||||||||
Mutual funds(a) | $ | 150 | $ | 154 | $ | — | $ | — | $ | — | $ | — | $ | 150 | $ | 154 | ||||||||||||||||
Money market funds(b) | 348 | 45 | — | — | — | — | 348 | 45 | ||||||||||||||||||||||||
Interest rate swap derivatives(c) | — | — | — | 3 | — | — | — | 3 | ||||||||||||||||||||||||
Total assets measured at fair value | $ | 498 | $ | 199 | $ | — | $ | 3 | $ | — | $ | — | $ | 498 | $ | 202 | ||||||||||||||||
Fiduciary Assets: | ||||||||||||||||||||||||||||||||
Money market funds | $ | 77 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 77 | $ | — | ||||||||||||||||
Total fiduciary assets measured | $ | 77 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 77 | $ | — | ||||||||||||||||
at fair value | ||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Contingent purchase | $ | — | $ | — | $ | — | $ | — | $ | 151 | $ | 104 | $ | 151 | $ | 104 | ||||||||||||||||
consideration liability(d) | ||||||||||||||||||||||||||||||||
Senior Notes due 2014(e) | — | — | — | 253 | — | — | — | 253 | ||||||||||||||||||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | — | $ | 253 | $ | 151 | $ | 104 | $ | 151 | $ | 357 | ||||||||||||||||
(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 other receivables in the consolidated balance sheets. | |||||||||||||||||||||||||||||||
(d) | Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. | |||||||||||||||||||||||||||||||
(e) | Included in long-term debt 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 as of September 30, 2014 and 2013 that represent contingent consideration related to acquisitions: | ||||||||||||||||||||||||||||||||
(In millions of dollars) | 2014 | 2013 | ||||||||||||||||||||||||||||||
Balance at January 1, | $ | 104 | $ | 63 | ||||||||||||||||||||||||||||
Additions | 70 | 21 | ||||||||||||||||||||||||||||||
Payments | (40 | ) | (8 | ) | ||||||||||||||||||||||||||||
Revaluation Impact | 17 | 16 | ||||||||||||||||||||||||||||||
Balance at September 30, | $ | 151 | $ | 92 | ||||||||||||||||||||||||||||
Retirement_Benefits_Tables
Retirement Benefits (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [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 | Postretirement | ||||||||||||||
For the Three Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 49 | $ | 63 | $ | 2 | $ | 2 | ||||||||
Interest cost | 163 | 144 | 3 | 2 | ||||||||||||
Expected return on plan assets | (251 | ) | (227 | ) | — | — | ||||||||||
Amortization of prior service credit | (2 | ) | (5 | ) | — | — | ||||||||||
Recognized actuarial loss | 55 | 79 | (1 | ) | — | |||||||||||
Net periodic benefit cost | $ | 14 | $ | 54 | $ | 4 | $ | 4 | ||||||||
Combined U.S. and significant non-U.S. Plans | Pension | Postretirement | ||||||||||||||
For the Nine Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 172 | $ | 188 | $ | 4 | $ | 4 | ||||||||
Interest cost | 485 | 433 | 9 | 8 | ||||||||||||
Expected return on plan assets | (749 | ) | (680 | ) | — | — | ||||||||||
Amortization of prior service credit | (8 | ) | (16 | ) | — | — | ||||||||||
Recognized actuarial loss | 159 | 237 | (1 | ) | 1 | |||||||||||
Net periodic benefit cost | $ | 59 | $ | 162 | $ | 12 | $ | 13 | ||||||||
Curtailment (credit) | (65 | ) | — | — | — | |||||||||||
Total cost (credit) | $ | (6 | ) | $ | 162 | $ | 12 | $ | 13 | |||||||
U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Three Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 23 | $ | 26 | $ | 1 | $ | 1 | ||||||||
Interest cost | 65 | 57 | 2 | 1 | ||||||||||||
Expected return on plan assets | (87 | ) | (81 | ) | — | — | ||||||||||
Amortization of prior service credit | (1 | ) | (4 | ) | — | — | ||||||||||
Recognized actuarial loss | 31 | 52 | (1 | ) | — | |||||||||||
Net periodic benefit cost | $ | 31 | $ | 50 | $ | 2 | $ | 2 | ||||||||
U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Nine Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 68 | $ | 78 | $ | 2 | $ | 2 | ||||||||
Interest cost | 190 | 171 | 6 | 5 | ||||||||||||
Expected return on plan assets | (260 | ) | (243 | ) | — | — | ||||||||||
Amortization of prior service credit | (5 | ) | (12 | ) | — | — | ||||||||||
Recognized actuarial loss (gain) | 84 | 156 | (2 | ) | — | |||||||||||
Net periodic benefit cost | $ | 77 | $ | 150 | $ | 6 | $ | 7 | ||||||||
Significant non-U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Three Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 26 | $ | 37 | $ | 1 | $ | 1 | ||||||||
Interest cost | 98 | 87 | 1 | 1 | ||||||||||||
Expected return on plan assets | (164 | ) | (146 | ) | — | — | ||||||||||
Amortization of prior service credit | (1 | ) | (1 | ) | — | — | ||||||||||
Recognized actuarial loss | 24 | 27 | — | — | ||||||||||||
Net periodic benefit cost | $ | (17 | ) | $ | 4 | $ | 2 | $ | 2 | |||||||
Significant non-U.S. Plans only | Pension | Postretirement | ||||||||||||||
For the Nine Months Ended September 30, | Benefits | Benefits | ||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Service cost | $ | 104 | $ | 110 | $ | 2 | $ | 2 | ||||||||
Interest cost | 295 | 262 | 3 | 3 | ||||||||||||
Expected return on plan assets | (489 | ) | (437 | ) | — | — | ||||||||||
Amortization of prior service cost | (3 | ) | (4 | ) | — | — | ||||||||||
Recognized actuarial loss | 75 | 81 | 1 | 1 | ||||||||||||
Net periodic benefit cost | $ | (18 | ) | $ | 12 | $ | 6 | $ | 6 | |||||||
Curtailment (credit) | (65 | ) | — | — | — | |||||||||||
Total cost (credit) | $ | (83 | ) | $ | 12 | $ | 6 | $ | 6 | |||||||
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 | Postretirement | ||||||||||||||
Benefits | Benefits | |||||||||||||||
September 30, | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Weighted average assumptions: | ||||||||||||||||
Expected return on plan assets | 7.53 | % | 7.66 | % | — | % | — | % | ||||||||
Discount rate | 4.74 | % | 4.38 | % | 5.03 | % | 4.32 | % | ||||||||
Rate of compensation increase | 2.64 | % | 2.43 | % | — | % | — | % |
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Outstanding Debt | ' | |||||||||||||||
The Company’s outstanding debt is as follows: | ||||||||||||||||
(In millions of dollars) | September 30, | December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||||
Short-term: | ||||||||||||||||
Current portion of long-term debt | $ | 640 | $ | 334 | ||||||||||||
Long-term: | ||||||||||||||||
Senior notes – 5.875% due 2033 | 297 | 297 | ||||||||||||||
Senior notes – 5.375% due 2014 | — | 323 | ||||||||||||||
Senior notes – 5.75% due 2015 | 230 | 230 | ||||||||||||||
Senior notes – 2.30% due 2017 | 249 | 249 | ||||||||||||||
Senior notes – 9.25% due 2019 | 399 | 399 | ||||||||||||||
Senior notes – 4.80% due 2021 | 497 | 497 | ||||||||||||||
Senior notes – 2.55% due 2018 | 249 | 248 | ||||||||||||||
Senior notes – 4.05% due 2023 | 248 | 247 | ||||||||||||||
Senior notes – 3.50% due 2024 | 595 | — | ||||||||||||||
Senior notes – 2.35% due 2019 | 300 | — | ||||||||||||||
Senior notes – 3.50% due 2025 | 498 | — | ||||||||||||||
Mortgage – 5.70% due 2035 | 405 | 413 | ||||||||||||||
Term Loan Facility - due 2016 | 50 | 50 | ||||||||||||||
Other | 2 | 2 | ||||||||||||||
4,019 | 2,955 | |||||||||||||||
Less current portion | 640 | 334 | ||||||||||||||
$ | 3,379 | $ | 2,621 | |||||||||||||
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. | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
(In millions of dollars) | Carrying | Fair | Carrying | Fair | ||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Short-term debt | $ | 640 | $ | 776 | $ | 334 | $ | 334 | ||||||||
Long-term debt | $ | 3,379 | $ | 3,500 | $ | 2,621 | $ | 2,819 | ||||||||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||||||||||||||||||||||
Restructuring Activities | ' | |||||||||||||||||||||||||||||||||||
Details of the restructuring activity from January 1, 2013 through September 30, 2014, which includes liabilities from actions prior to 2014, are as follows: | ||||||||||||||||||||||||||||||||||||
(In millions of dollars) | Liability at 1/1/13 | Amounts | Cash | Other | Liability at 12/31/13 | Amounts | Cash | Other | Liability at 9/30/14 | |||||||||||||||||||||||||||
Accrued | Paid | Accrued | Paid | |||||||||||||||||||||||||||||||||
Severance | $ | 36 | $ | 9 | $ | (33 | ) | $ | (1 | ) | $ | 11 | $ | 4 | $ | (7 | ) | $ | (1 | ) | $ | 7 | ||||||||||||||
Future rent under non-cancelable leases and other costs | 134 | 13 | (32 | ) | (2 | ) | 113 | 6 | (27 | ) | (1 | ) | 91 | |||||||||||||||||||||||
Total | $ | 170 | $ | 22 | $ | (65 | ) | $ | (3 | ) | $ | 124 | $ | 10 | $ | (34 | ) | $ | (2 | ) | $ | 98 | ||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Selected Information And Details For MMC's Operating Segments | ' | |||||||||||||||
Selected information about the Company’s operating segments for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions of dollars) | Revenue | Operating | Revenue | Operating | ||||||||||||
Income | Income | |||||||||||||||
(Loss) | (Loss) | |||||||||||||||
2014 – | ||||||||||||||||
Risk and Insurance Services | $ | 1,610 | (a) | $ | 229 | $ | 5,240 | (c) | $ | 1,170 | ||||||
Consulting | 1,541 | (b) | 274 | 4,493 | (d) | 746 | ||||||||||
Total Operating Segments | 3,151 | 503 | 9,733 | 1,916 | ||||||||||||
Corporate / Eliminations | (10 | ) | (58 | ) | (28 | ) | (151 | ) | ||||||||
Total Consolidated | $ | 3,141 | $ | 445 | $ | 9,705 | $ | 1,765 | ||||||||
2013– | ||||||||||||||||
Risk and Insurance Services | $ | 1,504 | (a) | $ | 222 | $ | 4,963 | (c) | $ | 1,111 | ||||||
Consulting | 1,437 | (b) | 232 | 4,209 | (d) | 624 | ||||||||||
Total Operating Segments | 2,941 | 454 | 9,172 | 1,735 | ||||||||||||
Corporate / Eliminations | (9 | ) | (50 | ) | (26 | ) | (147 | ) | ||||||||
Total Consolidated | $ | 2,932 | $ | 404 | $ | 9,146 | $ | 1,588 | ||||||||
(a) | Includes inter-segment revenue of $0 million and $1 million in 2014 and 2013, respectively, interest income on fiduciary funds of $6 million and $7 million in 2014 and 2013, respectively, and equity method income of $4 million and $2 million in 2014 and 2013, respectively. | |||||||||||||||
(b) | Includes inter-segment revenue of $10 million and $8 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $2 million in 2014 and $1 million in 2013. | |||||||||||||||
(c) | Includes inter-segment revenue of $3 million and $4 million in 2014 and 2013, respectively, interest income on fiduciary funds of $18 million and $21 million in 2014 and 2013, respectively, and equity method income of $10 million in both 2014 and 2013. | |||||||||||||||
(d) | Includes inter-segment revenue of $25 million and $22 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $5 million and $3 million in 2014 and 2013, respectively. | |||||||||||||||
Details of Operating Segment Revenue | ' | |||||||||||||||
Details of operating segment revenue for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(In millions of dollars) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Risk and Insurance Services | ||||||||||||||||
Marsh | $ | 1,343 | $ | 1,241 | $ | 4,295 | $ | 4,038 | ||||||||
Guy Carpenter | 267 | 263 | 945 | 925 | ||||||||||||
Total Risk and Insurance Services | 1,610 | 1,504 | 5,240 | 4,963 | ||||||||||||
Consulting | ||||||||||||||||
Mercer | 1,112 | 1,072 | 3,244 | 3,157 | ||||||||||||
Oliver Wyman Group | 429 | 365 | 1,249 | 1,052 | ||||||||||||
Total Consulting | 1,541 | 1,437 | 4,493 | 4,209 | ||||||||||||
Total Operating Segments | 3,151 | 2,941 | 9,733 | 9,172 | ||||||||||||
Corporate/ Eliminations | (10 | ) | (9 | ) | (28 | ) | (26 | ) | ||||||||
Total | $ | 3,141 | $ | 2,932 | $ | 9,705 | $ | 9,146 | ||||||||
Nature_of_Operations_Details
Nature of Operations (Details) (USD $) | 9 Months Ended |
In Billions, unless otherwise specified | Sep. 30, 2014 |
segment | |
Segment Reporting Information [Line Items] | ' |
Number of business segments | 2 |
Consulting Segment [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Number of business groups | 2 |
Mercer Consulting Group [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Assets under management | 108 |
Recovered_Sheet2
Principles Of Consolidation And Other Matters (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Operating funds related to regulatory requirements or as collateral under captive insurance arrangements | $202,000,000 | ' | $202,000,000 | ' | ' |
Effective tax rate | 29.60% | 32.10% | 28.90% | 30.10% | ' |
Unrecognized tax benefits | 105,000,000 | ' | 105,000,000 | ' | 128,000,000 |
Reasonably possible decrease in unrecognized tax benefits, lower bound | 0 | ' | 0 | ' | ' |
Reasonably possible decrease in unrecognized tax benefits, upper bound | $15,000,000 | ' | $15,000,000 | ' | ' |
Principles_of_Consolidation_an2
Principles of Consolidation and Other Matters Investment Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' |
Investment income | $26 | $14 | $37 | $58 |
Trident II [Member] | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' |
Investment gains | ' | ' | ' | 20 |
Trident III [Member] | Performance Fees [Member] | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' |
Deferred performance fees | 15 | 43 | 15 | 43 |
Trident III [Member] | Private Equity Funds [Member] | ' | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' |
Carried interest | ' | ' | $31 | $34 |
Fiduciary_Assets_and_Liabiliti1
Fiduciary Assets and Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Mercer Consulting Group [Member] | Variable Interest Entity, Not Primary Beneficiary [Member] | Risk and Insurance Services Segment [Member] | Risk and Insurance Services Segment [Member] | Consulting Segment [Member] | Consulting Segment [Member] | Consulting Segment [Member] | Consulting Segment [Member] | |||
Mercer Consulting Group [Member] | ||||||||||
Fiduciary Assets and Liabilities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on fiduciary funds | ' | ' | ' | ' | $18,000,000 | $21,000,000 | $2,000,000 | $1,000,000 | $5,000,000 | $3,000,000 |
Net uncollected premiums and claims receivable and payable | 7,800,000,000 | 8,200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Assets in trusts or funds for management or trustee fee | ' | ' | $108,000,000,000 | $20,000,000,000 | ' | ' | ' | ' | ' | ' |
Per_Share_Data_Basic_and_Dilut
Per Share Data (Basic and Diluted EPS Calculation Continuing Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income from continuing operations | $305 | $260 | $1,202 | $1,072 |
Less: Net income attributable to non-controlling interests | 7 | 6 | 27 | 24 |
Net income attributable to the Company | $298 | $254 | $1,175 | $1,048 |
Basic weighted average common shares outstanding (in shares) | 544 | 549 | 547 | 549 |
Dilutive effect of potentially issuable common shares (in shares) | 7 | 9 | 7 | 9 |
Diluted weighted average common shares outstanding (in shares) | 551 | 558 | 554 | 558 |
Average stock price used to calculate common stock equivalents (in dollars per share) | $52.15 | $42.08 | $49.89 | $39.15 |
Stock options outstanding (in shares) | 19.3 | 24.9 | 19.3 | 24.9 |
Supplemental_Disclosures_to_th1
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Additional Information Concerning Acquisitions, Interest And Income Taxes Paid) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Assets acquired, excluding cash | $598 | $199 |
Liabilities assumed | -45 | -59 |
Contingent/deferred purchase consideration | -147 | -37 |
Net cash outflow for current year acquisitions | 406 | 103 |
Purchase of other intangibles | 0 | 1 |
Deferred purchase consideration from prior years' acquisitions | 10 | 4 |
Net cash outflow for acquisitions | 416 | 108 |
Interest paid | 126 | 140 |
Income taxes paid | $306 | $258 |
Supplemental_Disclosures_to_th2
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Narrative) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Non-cash issuance of common stock | $105 | $148 |
Stock-based compensation expense, equity awards | $60 | $84 |
Other_Comprehensive_Income_Los2
Other Comprehensive Income (Loss) (Schedule of Components of Accumulated Other Comprehensive Income) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Balance, beginning of period | ($2,607) | ($3,435) | ($2,621) | ($3,307) |
Other comprehensive income (loss) before reclassifications | -325 | 171 | -378 | -49 |
Amounts reclassified from accumulated other comprehensive income | 37 | 51 | 104 | 143 |
Other comprehensive income (loss), net of tax | -288 | 222 | -274 | 94 |
Balance, end of period | -2,895 | -3,213 | -2,895 | -3,213 |
Unrealized Investment Gains [Member] | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Balance, beginning of period | 5 | 3 | 5 | 4 |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | -1 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | 0 | 0 | 0 | -1 |
Balance, end of period | 5 | 3 | 5 | 3 |
Pension/Postretirement Plans Gains (Losses) [Member] | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Balance, beginning of period | -2,883 | -3,238 | -2,682 | -3,451 |
Other comprehensive income (loss) before reclassifications | 94 | -85 | -174 | 36 |
Amounts reclassified from accumulated other comprehensive income | 37 | 51 | 104 | 143 |
Other comprehensive income (loss), net of tax | 131 | -34 | -70 | 179 |
Balance, end of period | -2,752 | -3,272 | -2,752 | -3,272 |
Foreign Currency Translation Adjustments [Member] | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Balance, beginning of period | 271 | -200 | 56 | 140 |
Other comprehensive income (loss) before reclassifications | -419 | 256 | -204 | -84 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | -419 | 256 | -204 | -84 |
Balance, end of period | ($148) | $56 | ($148) | $56 |
Other_Comprehensive_Income_Los3
Other Comprehensive Income (Loss) (Schedule Of Components Of Comprehensive Income (Loss)) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Equity [Abstract] | ' | ' | ' | ' | ||||
Foreign currency translation adjustments, Pre-Tax | ($421) | $254 | ($214) | ($91) | ||||
Foreign currency translation adjustments, Tax | -2 | -2 | -10 | -7 | ||||
Foreign currency translation adjustments, Net of Tax | -419 | 256 | -204 | -84 | ||||
Unrealized investment gains (losses), Pre-Tax | 0 | 0 | 0 | -1 | ||||
Unrealized investment gains (losses), Tax | 0 | 0 | 0 | 0 | ||||
Unrealized investment gains (losses), Net of Tax | 0 | 0 | 0 | -1 | ||||
Pension/post-retirement plans: | ' | ' | ' | ' | ||||
Prior Service gains, Pre-Tax | -3 | -6 | -8 | -17 | ||||
Prior Service gains, Tax | -1 | [1] | -2 | [1] | -3 | [1] | -6 | [1] |
Prior Service gains, Net of Tax | -2 | [1] | -4 | [1] | -5 | [1] | -11 | [1] |
Net actuarial loss, Pre-Tax | 57 | 81 | 157 | 237 | ||||
Net actuarial loss, Tax | 18 | [1] | 26 | [1] | 48 | [1] | 83 | [1] |
Net actuarial loss, Net of Tax | 39 | [1] | 55 | [1] | 109 | [1] | 154 | [1] |
Subtotal, Pre-Tax | 54 | 75 | 149 | 220 | ||||
Subtotal, Tax | 17 | 24 | 45 | 77 | ||||
Subtotal, Net of Tax | 37 | 51 | 104 | 143 | ||||
Effect of remeasurement, Pre-tax | -1 | 0 | -167 | 0 | ||||
Effect of remeasurement, Tax | -1 | 0 | -34 | 0 | ||||
Effect of remeasurement, Net of Tax | 0 | 0 | -133 | 0 | ||||
Effect of curtailment, Pre-tax | 0 | 0 | -65 | 0 | ||||
Effect of curtailment, Tax | 0 | 0 | -13 | 0 | ||||
Effect of curtailment, Net of Tax | 0 | 0 | -52 | 0 | ||||
Foreign currency translation adjustment, Pre-Tax | 119 | -106 | 11 | 51 | ||||
Foreign currency translation adjustment, Tax | 25 | -25 | 3 | 11 | ||||
Foreign currency translation adjustment, Net of Tax | 94 | -81 | 8 | 40 | ||||
Other, Pre-Tax | 0 | -6 | 3 | -6 | ||||
Other, Tax | 0 | -2 | 0 | -2 | ||||
Other, Net of Tax | 0 | -4 | 3 | -4 | ||||
Pension/post-retirement plans losses (gains), Pre-Tax | 172 | -37 | -69 | 265 | ||||
Pension/post-retirement plans losses (gains), Tax | 41 | -3 | 1 | 86 | ||||
Pension/post-retirement plans losses (gains), Net of Tax | 131 | -34 | -70 | 179 | ||||
Other comprehensive income (loss), before tax | -249 | 217 | -283 | 173 | ||||
Other comprehensive income (loss), Tax | 39 | -5 | -9 | 79 | ||||
Other comprehensive income (loss), net of tax | ($288) | $222 | ($274) | $94 | ||||
[1] | Nine Months Ended September 30,2014 2013(In millions of dollars)Pre-TaxTaxNet of Tax Pre-TaxTaxNet of TaxForeign currency translation adjustments$(214)$(10)$(204) $(91)$(7)$(84)Unrealized investment gains (losses)——— (1)—(1)Pension/post-retirement plans: Amortization of losses (gains) included in net periodic pension cost: Prior service gains (a)(8)(3)(5) (17)(6)(11) Net actuarial losses (a)15748109 23783154Subtotal14945104 22077143Effect of remeasurement(167)(34)(133) ———Effect of curtailment(65)(13)(52) ———Foreign currency translation adjustments1138 511140Other3—3 (6)(2)(4)Pension/post-retirement plans (losses) gains(69)1(70) 26586179Other comprehensive (loss) income$(283)$(9)$(274) $173$79$94(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense. |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 24, 2014 | Jun. 23, 2014 | Oct. 01, 2014 | Jul. 24, 2014 | Oct. 31, 2014 |
USD ($) | USD ($) | Current Fiscal Period Acquisitions [Member] | Current Fiscal Period Acquisitions [Member] | Prior Fiscal Periods Acquisitions [Member] | Prior Fiscal Periods Acquisitions [Member] | Risk and Insurance Services Segment [Member] | Consulting Segment [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Mercer Consulting Group [Member] | Mercer Consulting Group [Member] | Mercer Consulting Group [Member] | Mercer Consulting Group [Member] | Mercer Consulting Group [Member] | |
acquisition | USD ($) | USD ($) | USD ($) | USD ($) | acquisition | acquisition | Current Fiscal Period Acquisitions [Member] | Current Fiscal Period Acquisitions [Member] | Alexander Forbes Group Holdings Limited [Member] | Alexander Forbes Group Holdings Limited [Member] | Alexander Forbes Group Holdings Limited [Member] | Other Assets [Member] | Other Assets [Member] | ||||
ZAR | Subsequent Event [Member] | Alexander Forbes Group Holdings Limited [Member] | Alexander Forbes Group Holdings Limited [Member] | ||||||||||||||
USD ($) | Subsequent Event [Member] | ||||||||||||||||
USD ($) | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisitions made (in acquisitions) | 12 | ' | ' | ' | ' | ' | 6 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Consideration | $573 | $156 | ' | $573 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $137 | $166 |
Cash | 426 | 119 | ' | 426 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of deferred/contingent consideration | 147 | 37 | ' | 147 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue target period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '2 years | '4 years | '4 years | ' | ' | ' | ' | ' |
Deferred purchase consideration from prior years' acquisitions | 10 | 4 | ' | ' | 10 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration from prior year's acquisitions | ' | ' | ' | ' | 40 | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue related to acquisitions | ' | ' | 46 | 104 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income related to acquisitions | ' | ' | $5 | $11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Interests Acquired, Planned Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34.00% | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.5 | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.90% | ' | 19.10% | ' | ' |
Acquisitions_Allocation_Of_Acq
Acquisitions (Allocation Of Acquisition Costs) (Details) (USD $) | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash | $426 | $119 | ' | ' |
Estimated fair value of deferred/contingent consideration | 147 | 37 | ' | ' |
Total Consideration | 573 | 156 | ' | ' |
Allocation of purchase price: | ' | ' | ' | ' |
Goodwill | 7,179 | 6,865 | 6,893 | 6,792 |
Current Fiscal Period Acquisitions [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash | 426 | ' | ' | ' |
Estimated fair value of deferred/contingent consideration | 147 | ' | ' | ' |
Total Consideration | 573 | ' | ' | ' |
Allocation of purchase price: | ' | ' | ' | ' |
Cash and cash equivalents | 20 | ' | ' | ' |
Accounts receivable, net | 6 | ' | ' | ' |
Other current assets | 0 | ' | ' | ' |
Property, plant, and equipment | 4 | ' | ' | ' |
Intangible assets | 233 | ' | ' | ' |
Goodwill | 350 | ' | ' | ' |
Other assets | 5 | ' | ' | ' |
Total assets acquired | 618 | ' | ' | ' |
Current liabilities | 36 | ' | ' | ' |
Other liabilities | 9 | ' | ' | ' |
Total liabilities assumed | 45 | ' | ' | ' |
Net assets acquired | $573 | ' | ' | ' |
Acquisitions_ProForma_Informat
Acquisitions (Pro-Forma Information) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' |
Revenue | $3,143 | $2,981 | $9,744 | $9,338 |
Income from continuing operations | 305 | 263 | 1,205 | 1,085 |
Net income attributable to the Company | 298 | 256 | 1,174 | 1,067 |
Basic net income per share: | ' | ' | ' | ' |
Basic net income per share - Continuing operations (in dollars per share) | $0.55 | $0.47 | $2.15 | $1.93 |
Basic net income per share - Net income attributable to the Company (in dollars per share) | $0.55 | $0.47 | $2.15 | $1.94 |
Diluted net income per share: | ' | ' | ' | ' |
Diluted net income per share - Continuing operations (in dollars per share) | $0.54 | $0.46 | $2.13 | $1.90 |
Diluted net income per share - Net income attributable to the Company (in dollars per share) | $0.54 | $0.46 | $2.12 | $1.91 |
Current Fiscal Period Acquisitions [Member] | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' |
Revenue related to acquisitions | 46 | ' | 104 | ' |
Operating income related to acquisitions | $5 | ' | $11 | ' |
Dispositions_Income_Statement_
Dispositions (Income Statement Data) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Disposals of discontinued operations | ($1) | $0 | ($1) | ($5) |
Income tax expense (credit) | 0 | 1 | 3 | -11 |
Disposals of discontinued operations, net of tax | -1 | -1 | -4 | 6 |
Discontinued operations, net of tax | ($1) | ($1) | ($4) | $6 |
Discontinued operations, net of tax per share | ' | ' | ' | ' |
- Basic (in dollars per share) | $0 | $0 | ($0.01) | $0.01 |
- Diluted (in dollars per share) | $0 | $0 | ($0.01) | $0.01 |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles (Narrative) (Details) (USD $) | 9 Months Ended | 3 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
Risk and Insurance Services Segment [Member] | Risk and Insurance Services Segment [Member] | Consulting Segment [Member] | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Intangible asset impairment | $0 | $5 | ' | ' | $5 | ' | ' |
Goodwill | 7,179 | 6,865 | 6,893 | 6,792 | ' | 5,000 | 2,200 |
Aggregate amortization expense | $64 | $53 | ' | ' | ' | ' | ' |
Goodwill_and_Other_Intangibles3
Goodwill and Other Intangibles (Changes in the Carrying Amount of Goodwill) (Details) (USD $) | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Goodwill [Roll Forward] | ' | ' | ||
Balance as of January 1, as reported | $6,893 | $6,792 | ||
Goodwill acquired | 350 | 93 | ||
Other adjustments | -64 | [1] | -20 | [1] |
Balance at September 30, | $7,179 | $6,865 | ||
[1] | Primarily reflects the impact of foreign exchange in each period. |
Goodwill_and_Other_Intangibles4
Goodwill and Other Intangibles (Amortized Intangible Assets) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Gross Cost | $1,093 | $888 |
Accumulated Amortization | 458 | 416 |
Net Carrying Amount | $635 | $472 |
Recovered_Sheet3
Goodwill And Other Intangibles (Estimated Future Aggregate Amortization Expense) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2014 (excludes amortization through September 30, 2014) | $23 | ' |
2015 | 87 | ' |
2016 | 76 | ' |
2017 | 69 | ' |
2018 | 67 | ' |
Subsequent years | 313 | ' |
Net Carrying Amount | $635 | $472 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Mar. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | |
interest_rate_swap | Private Equity Funds [Member] | Minimum [Member] | Maximum [Member] | Senior Debt Obligations Due 2014 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair value interest rate swap discount rate | ' | ' | ' | ' | ' | ' | 1.60% |
Fair value interest rate swap derivatives | ' | ' | ' | ' | ' | $250,000,000 | ' |
Number of interest rate swaps to convert fixed interest rate on notes to floating rate | ' | 2 | ' | ' | ' | ' | ' |
Revenue target period (in years) | ' | ' | ' | '2 years | '4 years | ' | ' |
Adjustments to acquisition related contingent consideration liability | 17,000,000 | ' | ' | ' | ' | ' | ' |
Increase in fair value of contingent consideration due to 5% increase in projections | 22,000,000 | ' | ' | ' | ' | ' | ' |
Decrease in fair value of contingent consideration due to 5% decrease in projections | 25,000,000 | ' | ' | ' | ' | ' | ' |
Long-term investments, cost basis | ' | ' | $14,000,000 | ' | ' | ' | ' |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Financial instruments owned: | ' | ' | ||
Total assets measured at fair value | $498 | $202 | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 77 | 0 | ||
Liabilities: | ' | ' | ||
Total liabilities measured at fair value | 151 | 357 | ||
Identical Assets (Level 1) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Total assets measured at fair value | 498 | 199 | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 77 | 0 | ||
Liabilities: | ' | ' | ||
Total liabilities measured at fair value | 0 | 0 | ||
Observable Inputs (Level 2) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Total assets measured at fair value | 0 | 3 | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 0 | 0 | ||
Liabilities: | ' | ' | ||
Total liabilities measured at fair value | 0 | 253 | ||
Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Total assets measured at fair value | 0 | 0 | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 0 | 0 | ||
Liabilities: | ' | ' | ||
Total liabilities measured at fair value | 151 | 104 | ||
Money Market Funds [Member] | ' | ' | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 77 | 0 | ||
Money Market Funds [Member] | Identical Assets (Level 1) [Member] | ' | ' | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 77 | 0 | ||
Money Market Funds [Member] | Observable Inputs (Level 2) [Member] | ' | ' | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 0 | 0 | ||
Money Market Funds [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Fiduciary Assets: | ' | ' | ||
Fiduciary assets | 0 | 0 | ||
Other Assets [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Mutual funds | 150 | [1] | 154 | [1] |
Other Assets [Member] | Identical Assets (Level 1) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Mutual funds | 150 | [1] | 154 | [1] |
Other Assets [Member] | Observable Inputs (Level 2) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Mutual funds | 0 | [1] | 0 | [1] |
Other Assets [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Mutual funds | 0 | [1] | 0 | [1] |
Cash and Cash Equivalents [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Money market funds | 348 | [2] | 45 | [2] |
Cash and Cash Equivalents [Member] | Identical Assets (Level 1) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Money market funds | 348 | [2] | 45 | [2] |
Cash and Cash Equivalents [Member] | Observable Inputs (Level 2) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Money market funds | 0 | [2] | 0 | [2] |
Cash and Cash Equivalents [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Money market funds | 0 | [2] | 0 | [2] |
Other Receivables [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Interest rate swap derivatives | 0 | [3] | 3 | [3] |
Other Receivables [Member] | Identical Assets (Level 1) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Interest rate swap derivatives | 0 | [3] | 0 | [3] |
Other Receivables [Member] | Observable Inputs (Level 2) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Interest rate swap derivatives | 0 | [3] | 3 | [3] |
Other Receivables [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Financial instruments owned: | ' | ' | ||
Interest rate swap derivatives | 0 | [3] | 0 | [3] |
Accounts Payable and Accrued Liabilities and Other Liabilities [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Contingent purchase consideration liability | 151 | [4] | 104 | [4] |
Accounts Payable and Accrued Liabilities and Other Liabilities [Member] | Identical Assets (Level 1) [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Contingent purchase consideration liability | 0 | [4] | 0 | [4] |
Accounts Payable and Accrued Liabilities and Other Liabilities [Member] | Observable Inputs (Level 2) [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Contingent purchase consideration liability | 0 | [4] | 0 | [4] |
Accounts Payable and Accrued Liabilities and Other Liabilities [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Contingent purchase consideration liability | 151 | [4] | 104 | [4] |
Long-term Debt [Member] | Senior Debt Obligations Due 2014 [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Senior Notes due 2014 | 0 | [5] | 253 | [5] |
Long-term Debt [Member] | Senior Debt Obligations Due 2014 [Member] | Identical Assets (Level 1) [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Senior Notes due 2014 | 0 | [5] | 0 | [5] |
Long-term Debt [Member] | Senior Debt Obligations Due 2014 [Member] | Observable Inputs (Level 2) [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Senior Notes due 2014 | 0 | [5] | 253 | [5] |
Long-term Debt [Member] | Senior Debt Obligations Due 2014 [Member] | Unobservable Inputs (Level 3) [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Senior Notes due 2014 | $0 | [5] | $0 | [5] |
[1] | Included in other assets in the consolidated balance sheets. | |||
[2] | Included in cash and cash equivalents in the consolidated balance sheets. | |||
[3] | Included in other receivables in the consolidated balance sheets. | |||
[4] | Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. | |||
[5] | Included in long-term debt in the consolidated balance sheets. |
Fair_Value_Measurements_Change
Fair Value Measurements (Changes In Fair Value Of Level 3 Liabilities Representing Acquisition Related Contingent Consideration) (Details) (Contingent Consideration [Member], USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Contingent Consideration [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance at January 1, | $104 | $63 |
Additions | 70 | 21 |
Payments | -40 | -8 |
Revaluation Impact | 17 | 16 |
Balance at September 30, | $151 | $92 |
Retirement_Benefits_Narrative_
Retirement Benefits (Narrative) (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 17, 2014 | Oct. 17, 2014 |
Non-U.S. Pension Benefits [Member] | Non-U.S. Pension Benefits [Member] | Non-U.S. Pension Benefits [Member] | Non-U.S. Pension Benefits [Member] | Pension Benefits [Member] | Pension Benefits [Member] | Equity Funds [Member] | Fixed Income Funds [Member] | United Kingdom [Member] | United Kingdom [Member] | United Kingdom [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
United States Pension and Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | United States Pension and Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | Equity Funds [Member] | Fixed Income Funds [Member] | Geographic Concentration Risk [Member] | Equity Funds [Member] | Fixed Income Funds [Member] | ||||||||
Non-U.S. Plans [Member] | Non-U.S. Plans [Member] | Non-U.S. Plans [Member] | United States Pension and Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | United States Pension and Postretirement Benefit Plan of US Entity, Defined Benefit [Member] | ||||||||||
Non-U.S. Pension Benefits [Member] | ||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Target asset allocation U.S. Plan, equities, prior period | ' | ' | ' | ' | ' | ' | ' | 58.00% | 42.00% | 50.00% | 50.00% | ' | 62.00% | 38.00% |
Actual asset allocation percentage of equity | ' | ' | ' | ' | ' | ' | ' | 57.00% | 43.00% | 45.00% | 55.00% | ' | ' | ' |
Concentration risk percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82.00% | ' | ' |
Effect of plan amendment on accumulated benefit obligation | ' | ' | ' | ' | $147 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of plan amendment on funded status | ' | ' | ' | ' | 137 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) due to curtailments | ' | 65 | 65 | 0 | ' | 65 | 0 | ' | ' | ' | ' | ' | ' | ' |
Contributions to U.S. non qualified and non-U.S. Pension Plan | 140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected contribution during remainder of 2013 | ' | ' | ' | ' | ' | $43 | ' | ' | ' | ' | ' | ' | ' | ' |
Retirement_Benefits_Schedule_O
Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Pension Benefits [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Service cost | $49 | ' | $63 | $172 | $188 |
Interest cost | 163 | ' | 144 | 485 | 433 |
Expected return on plan assets | -251 | ' | -227 | -749 | -680 |
Amortization of prior service credit | -2 | ' | -5 | -8 | -16 |
Recognized actuarial loss | 55 | ' | 79 | 159 | 237 |
Net periodic benefit cost | ' | ' | ' | 59 | 162 |
Curtailment (credit) | ' | ' | ' | -65 | 0 |
Total cost (credit) | 14 | ' | 54 | -6 | 162 |
U.S. Pension Benefits [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Service cost | 23 | ' | 26 | 68 | 78 |
Interest cost | 65 | ' | 57 | 190 | 171 |
Expected return on plan assets | -87 | ' | -81 | -260 | -243 |
Amortization of prior service credit | -1 | ' | -4 | -5 | -12 |
Recognized actuarial loss | 31 | ' | 52 | 84 | 156 |
Total cost (credit) | 31 | ' | 50 | 77 | 150 |
Non-U.S. Pension Benefits [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Service cost | 26 | ' | 37 | 104 | 110 |
Interest cost | 98 | ' | 87 | 295 | 262 |
Expected return on plan assets | -164 | ' | -146 | -489 | -437 |
Amortization of prior service credit | -1 | ' | -1 | -3 | -4 |
Recognized actuarial loss | 24 | ' | 27 | 75 | 81 |
Net periodic benefit cost | ' | ' | ' | -18 | 12 |
Curtailment (credit) | ' | -65 | ' | -65 | 0 |
Total cost (credit) | -17 | ' | 4 | -83 | 12 |
Postretirement Benefits [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Service cost | 2 | ' | 2 | 4 | 4 |
Interest cost | 3 | ' | 2 | 9 | 8 |
Expected return on plan assets | 0 | ' | 0 | 0 | 0 |
Amortization of prior service credit | 0 | ' | 0 | 0 | 0 |
Recognized actuarial loss | -1 | ' | 0 | -1 | 1 |
Net periodic benefit cost | ' | ' | ' | 12 | 13 |
Curtailment (credit) | ' | ' | ' | 0 | 0 |
Total cost (credit) | 4 | ' | 4 | 12 | 13 |
U.S. Postretirement Benefits [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Service cost | 1 | ' | 1 | 2 | 2 |
Interest cost | 2 | ' | 1 | 6 | 5 |
Expected return on plan assets | 0 | ' | 0 | 0 | 0 |
Amortization of prior service credit | 0 | ' | 0 | 0 | 0 |
Recognized actuarial loss | -1 | ' | 0 | -2 | 0 |
Total cost (credit) | 2 | ' | 2 | 6 | 7 |
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Service cost | 1 | ' | 1 | 2 | 2 |
Interest cost | 1 | ' | 1 | 3 | 3 |
Expected return on plan assets | 0 | ' | 0 | 0 | 0 |
Amortization of prior service credit | 0 | ' | 0 | 0 | 0 |
Recognized actuarial loss | 0 | ' | 0 | 1 | 1 |
Net periodic benefit cost | ' | ' | ' | 6 | 6 |
Curtailment (credit) | ' | ' | ' | 0 | 0 |
Total cost (credit) | $2 | ' | $2 | $6 | $6 |
Retirement_Benefits_Schedule_O1
Retirement Benefits (Schedule Of Defined Benefit Plan Weighted Average Assumption Used In Calculating Net Periodic Benefit Cost) (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Pension Benefits [Member] | ' | ' |
Weighted average assumptions: | ' | ' |
Expected return on plan assets | 7.53% | 7.66% |
Discount rate | 4.74% | 4.38% |
Rate of compensation increase | 2.64% | 2.43% |
Postretirement Benefits [Member] | ' | ' |
Weighted average assumptions: | ' | ' |
Expected return on plan assets | 0.00% | 0.00% |
Discount rate | 5.03% | 4.32% |
Rate of compensation increase | 0.00% | 0.00% |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 28, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | Oct. 31, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Oct. 31, 2014 | Dec. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
interest_rate_swap | 2.35% Senior Debt Obligations Due 2019 [Member] | 2.35% Senior Debt Obligations Due 2019 [Member] | 3.50% Senior Debt Obligations Due 2025 [Member] | 3.50% Senior Debt Obligations Due 2025 [Member] | Senior Debt Obligations Due 2015 [Member] | Senior Debt Obligations Due 2019 [Member] | Senior Debt Obligations Due 2024 [Member] | Senior Debt Obligations Due 2024 [Member] | Senior Debt Obligations Due 2024 [Member] | Senior Debt Obligations Due 2014 [Member] | Senior Debt Obligations Due 2014 [Member] | Senior Debt Obligations Due 2018 [Member] | Senior Debt Obligations Due 2018 [Member] | Senior Debt Obligations Due 2018 [Member] | Senior Debt Obligations Due 2023 [Member] | Senior Debt Obligations Due 2023 [Member] | Senior Debt Obligations Due 2023 [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Amended Revolving Credit Facility March 28, 2014 [Member] | Amended Revolving Credit Facility March 28, 2014 [Member] | Three-Year Delayed Draw Term Loan Facility [Member] | Three-Year Delayed Draw Term Loan Facility [Member] | Three-Year Delayed Draw Term Loan Facility [Member] | Senior Debt Obligations Due 2014 [Member] | Senior Debt Obligations Due 2015 [Member] | Senior Debt Obligations Due 2015 [Member] | Senior Debt Obligations Due 2013 [Member] | Senior Debt Obligations Due 2013 [Member] | Interest Rate Swap [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Senior Debt Obligations Due 2015 and Senior Debt Obligations Due 2019 [Member] | Senior Debt Obligations Due 2015 and Senior Debt Obligations Due 2019 [Member] | Senior Debt Obligations Due 2019 [Member] | Senior Debt Obligations Due 2015 [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | ' | ' | ' | ' | $300,000,000 | ' | $500,000,000 | ' | ' | ' | ' | $600,000,000 | ' | ' | ' | ' | $250,000,000 | ' | ' | $250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 2.35% | ' | 3.50% | 5.75% | 9.25% | ' | 3.50% | 3.50% | 5.38% | ' | ' | 2.55% | 2.55% | ' | 4.05% | 4.05% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.75% | ' | 4.85% | ' | ' | ' | 9.25% | 5.75% |
Term of debt | ' | ' | ' | '5 years | ' | '10 years 6 months | ' | ' | ' | '10 years | ' | ' | ' | ' | '5 years | ' | ' | '10 years | ' | ' | '5 years | ' | '5 years | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt partial redemption amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | 630,000,000 | ' | 400,000,000 | 230,000,000 |
Cash outflow on redemption of debt | 327,000,000 | 257,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 320,000,000 | 275,000,000 | ' | ' | ' | ' | 765,000,000 | ' | ' | ' |
Cost for early redemption | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | 135,000,000 | ' | ' |
Repaid senior notes that matured | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' |
Line of credit facility, current borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt facilities, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000,000 | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on three-year draw term loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of interest rate swaps | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
5.375% senior notes due in 2014, hedged value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Swap agreements, effectiveness recognized during the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' |
Debt_Schedule_Of_Outstanding_D
Debt (Schedule Of Outstanding Debt) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | 31-May-14 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | Senior Debt Obligations Due 2033 [Member] | Senior Debt Obligations Due 2033 [Member] | Senior Debt Obligations Due 2014 [Member] | Senior Debt Obligations Due 2014 [Member] | Senior Debt Obligations Due 2015 [Member] | Senior Debt Obligations Due 2015 [Member] | Senior Debt Obligations Due 2017 [Member] | Senior Debt Obligations Due 2017 [Member] | Senior Debt Obligations Due 2019 [Member] | Senior Debt Obligations Due 2019 [Member] | Senior Debt Obligations Due 2021 [Member] | Senior Debt Obligations Due 2021 [Member] | Senior Debt Obligations Due 2018 [Member] | Senior Debt Obligations Due 2018 [Member] | Senior Debt Obligations Due 2018 [Member] | Senior Debt Obligations Due 2023 [Member] | Senior Debt Obligations Due 2023 [Member] | Senior Debt Obligations Due 2023 [Member] | Senior Debt Obligations Due 2024 [Member] | Senior Debt Obligations Due 2024 [Member] | Senior Debt Obligations Due 2024 [Member] | 2.35% Senior Debt Obligations Due 2019 [Member] | 2.35% Senior Debt Obligations Due 2019 [Member] | 3.50% Senior Debt Obligations Due 2025 [Member] | 3.50% Senior Debt Obligations Due 2025 [Member] | Mortgage Due 2035 [Member] | Mortgage Due 2035 [Member] | Three-Year Delayed Draw Term Loan Facility [Member] | Three-Year Delayed Draw Term Loan Facility [Member] | Other [Member] | Other [Member] | ||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt | $640 | $334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, current and noncurrent | 4,019 | 2,955 | 297 | 297 | 0 | 323 | 230 | 230 | 249 | 249 | 399 | 399 | 497 | 497 | 249 | 248 | ' | 248 | 247 | ' | 595 | ' | 0 | 300 | 0 | 498 | 0 | 405 | 413 | 50 | 50 | 2 | 2 |
Interest rate | ' | ' | 5.88% | ' | 5.38% | ' | 5.75% | ' | 2.30% | ' | 9.25% | ' | 4.80% | ' | 2.55% | ' | 2.55% | 4.05% | ' | 4.05% | 3.50% | 3.50% | ' | 2.35% | ' | 3.50% | ' | 5.70% | ' | ' | ' | ' | ' |
Long-term debt | $3,379 | $2,621 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Estimated_Fair_Value_of_S
Debt (Estimated Fair Value of Significant Financial Instruments) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Carrying Amount [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term debt | $640 | $334 |
Long-term debt | 3,379 | 2,621 |
Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term debt | 776 | 334 |
Long-term debt | $3,500 | $2,819 |
Restructuring_Costs_Restructur
Restructuring Costs (Restructuring Activities) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Liability at beginning of period | $124 | $170 |
Amounts Accrued | 10 | 22 |
Cash Paid | -34 | -65 |
Other | -2 | -3 |
Liability at end of period | 98 | 124 |
Severance [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Liability at beginning of period | 11 | 36 |
Amounts Accrued | 4 | 9 |
Cash Paid | -7 | -33 |
Other | -1 | -1 |
Liability at end of period | 7 | 11 |
Future Rent Under Non-Cancelable Leases and Other Costs [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Liability at beginning of period | 113 | 134 |
Amounts Accrued | 6 | 13 |
Cash Paid | -27 | -32 |
Other | -1 | -2 |
Liability at end of period | 91 | 113 |
Corporate Segment [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Amounts Accrued | $10 | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 9 Months Ended | |
Share data in Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Equity, Class of Treasury Stock [Line Items] | ' | ' |
Payments for repurchase of common stock | $600,000,000 | $400,000,000 |
Common Stock [Member] | ' | ' |
Equity, Class of Treasury Stock [Line Items] | ' | ' |
Common stock repurchased (in shares) | 11.8 | 10 |
Share repurchases program, authorized amount | 2,000,000,000 | ' |
Stock repurchase program, remaining authorized repurchase amount | $1,500,000,000 | ' |
Claims_Lawsuits_And_Other_Cont1
Claims, Lawsuits And Other Contingencies (Details) (Other Contingencies-Guarantees [Member], GBP £) | Sep. 30, 2014 |
In Millions, unless otherwise specified | |
Other Contingencies-Guarantees [Member] | ' |
Loss Contingencies [Line Items] | ' |
Amount reinsured by third party | £ 40 |
Segment_Information_Selected_I
Segment Information (Selected Information And Details For MMC's Operating Segments) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | $3,141 | $2,932 | $9,705 | $9,146 | ||||
Operating Income (Loss) | 445 | 404 | 1,765 | 1,588 | ||||
Risk and Insurance Services Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Interest on fiduciary funds | ' | ' | 18 | 21 | ||||
Consulting Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Interest on fiduciary funds | 2 | 1 | 5 | 3 | ||||
Operating Segments [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 3,151 | 2,941 | 9,733 | 9,172 | ||||
Operating Income (Loss) | 503 | 454 | 1,916 | 1,735 | ||||
Operating Segments [Member] | Risk and Insurance Services Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 1,610 | [1] | 1,504 | [1] | 5,240 | [2] | 4,963 | [2] |
Operating Income (Loss) | 229 | 222 | 1,170 | 1,111 | ||||
Interest on fiduciary funds | 6 | 7 | 18 | 21 | ||||
Equity method income | 4 | 2 | 10 | 10 | ||||
Operating Segments [Member] | Consulting Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 1,541 | [3] | 1,437 | [3] | 4,493 | [4] | 4,209 | [4] |
Operating Income (Loss) | 274 | 232 | 746 | 624 | ||||
Intersegment Eliminations [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | -10 | -9 | -28 | -26 | ||||
Intersegment Eliminations [Member] | Risk and Insurance Services Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 0 | 1 | 3 | 4 | ||||
Intersegment Eliminations [Member] | Consulting Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 10 | 8 | 25 | 22 | ||||
Corporate, Non-Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Operating Income (Loss) | ($58) | ($50) | ($151) | ($147) | ||||
[1] | Includes inter-segment revenue of $0 million and $1 million in 2014 and 2013, respectively, interest income on fiduciary funds of $6 million and $7 million in 2014 and 2013, respectively, and equity method income of $4 million and $2 million in 2014 and 2013, respectively. | |||||||
[2] | Includes inter-segment revenue of $3 million and $4 million in 2014 and 2013, respectively, interest income on fiduciary funds of $18 million and $21 million in 2014 and 2013, respectively, and equity method income of $10 million in both 2014 and 2013. | |||||||
[3] | Includes inter-segment revenue of $10 million and $8 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $2 million in 2014 and $1 million in 2013. | |||||||
[4] | Includes inter-segment revenue of $25 million and $22 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $5 million and $3 million in 2014 and 2013, respectively. |
Segment_Information_Details_of
Segment Information (Details of Operating Segment Revenue) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | $3,141 | $2,932 | $9,705 | $9,146 | ||||
Operating Segments [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 3,151 | 2,941 | 9,733 | 9,172 | ||||
Operating Segments [Member] | Marsh Insurance Group [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 1,343 | 1,241 | 4,295 | 4,038 | ||||
Operating Segments [Member] | Guy Carpenter Reinsurance Group [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 267 | 263 | 945 | 925 | ||||
Operating Segments [Member] | Mercer Consulting Group [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 1,112 | 1,072 | 3,244 | 3,157 | ||||
Operating Segments [Member] | Oliver Wyman Group Consulting Group [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 429 | 365 | 1,249 | 1,052 | ||||
Operating Segments [Member] | Risk and Insurance Services Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 1,610 | [1] | 1,504 | [1] | 5,240 | [2] | 4,963 | [2] |
Operating Segments [Member] | Consulting Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 1,541 | [3] | 1,437 | [3] | 4,493 | [4] | 4,209 | [4] |
Intersegment Eliminations [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | -10 | -9 | -28 | -26 | ||||
Intersegment Eliminations [Member] | Risk and Insurance Services Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | 0 | 1 | 3 | 4 | ||||
Intersegment Eliminations [Member] | Consulting Segment [Member] | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Revenue | $10 | $8 | $25 | $22 | ||||
[1] | Includes inter-segment revenue of $0 million and $1 million in 2014 and 2013, respectively, interest income on fiduciary funds of $6 million and $7 million in 2014 and 2013, respectively, and equity method income of $4 million and $2 million in 2014 and 2013, respectively. | |||||||
[2] | Includes inter-segment revenue of $3 million and $4 million in 2014 and 2013, respectively, interest income on fiduciary funds of $18 million and $21 million in 2014 and 2013, respectively, and equity method income of $10 million in both 2014 and 2013. | |||||||
[3] | Includes inter-segment revenue of $10 million and $8 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $2 million in 2014 and $1 million in 2013. | |||||||
[4] | Includes inter-segment revenue of $25 million and $22 million in 2014 and 2013, respectively, and interest income on fiduciary funds of $5 million and $3 million in 2014 and 2013, respectively. |