Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 25, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | MARSH & MCLENNAN COMPANIES, INC. | |
Entity Central Index Key | 62,709 | |
Trading Symbol | MMC | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 518,237,432 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,376 | $ 3,225 | $ 6,712 | $ 6,440 |
Expense: | ||||
Compensation and benefits | 1,872 | 1,826 | 3,726 | 3,556 |
Other operating expenses | 778 | 770 | 1,527 | 1,520 |
Operating expenses | 2,650 | 2,596 | 5,253 | 5,076 |
Operating income | 726 | 629 | 1,459 | 1,364 |
Interest income | 2 | 3 | 4 | 6 |
Interest expense | (48) | (40) | (94) | (76) |
Investment income (loss) | 1 | 3 | (2) | 5 |
Income before income taxes | 681 | 595 | 1,367 | 1,299 |
Income tax expense | 201 | 166 | 397 | 372 |
Income from continuing operations | 480 | 429 | 970 | 927 |
Discontinued operations, net of tax | 0 | 0 | 0 | (3) |
Net income before non-controlling interests | 480 | 429 | 970 | 924 |
Less: Net income attributable to non-controlling interests | 8 | 10 | 17 | 23 |
Net income attributable to the Company | $ 472 | $ 419 | $ 953 | $ 901 |
Basic net income per share | ||||
Basic net income per share - Continuing operations (usd per share) | $ 0.91 | $ 0.78 | $ 1.83 | $ 1.68 |
Basic net income per share - Net income attributable to the Company (usd per share) | 0.91 | 0.78 | 1.83 | 1.68 |
Diluted net income per share | ||||
Diluted net income per share - Continuing operations (usd per share) | 0.90 | 0.77 | 1.81 | 1.66 |
Diluted net income per share - Net income attributable to the Company (usd per share) | $ 0.90 | $ 0.77 | $ 1.81 | $ 1.66 |
Average number of shares outstanding | ||||
Average number of shares outstanding - Basic | 521 | 535 | 521 | 537 |
Average number of shares outstanding - Diluted | 525 | 541 | 526 | 543 |
Shares outstanding at June 30, | 519 | 531 | 519 | 531 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income before non-controlling interests | $ 480 | $ 429 | $ 970 | $ 924 |
Other comprehensive (loss) income, before tax: | ||||
Foreign currency translation adjustments | (334) | 246 | (321) | (180) |
Gain (loss) related to pension/post-retirement plans | 163 | (83) | 301 | 153 |
Other comprehensive (loss) income, before tax | (171) | 163 | (20) | (27) |
Income tax expense (credit) on other comprehensive income | 33 | (4) | 61 | 49 |
Other comprehensive (loss) income, net of tax | (204) | 167 | (81) | (76) |
Comprehensive income | 276 | 596 | 889 | 848 |
Less: comprehensive income attributable to non-controlling interest | 8 | 10 | 17 | 23 |
Comprehensive income attributable to the Company | $ 268 | $ 586 | $ 872 | $ 825 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 974 | $ 1,374 |
Receivables | ||
Commissions and fees | 3,473 | 3,198 |
Advanced premiums and claims | 47 | 51 |
Other | 287 | 309 |
Gross receivables | 3,807 | 3,558 |
Less-allowance for doubtful accounts and cancellations | (86) | (87) |
Net receivables | 3,721 | 3,471 |
Other current assets | 235 | 199 |
Total current assets | 4,930 | 5,044 |
Goodwill | 7,945 | 7,889 |
Other intangible assets | 955 | 1,036 |
Fixed assets (net of accumulated depreciation and amortization of $1,666 at June 30, 2016 and $1,621 at December 31, 2015) | 736 | 773 |
Pension related assets | 1,197 | 1,159 |
Deferred tax assets | 1,093 | 1,138 |
Other assets | 1,220 | 1,177 |
Total assets | 18,076 | 18,216 |
Current liabilities: | ||
Short-term debt | 261 | 12 |
Accounts payable and accrued liabilities | 1,868 | 1,886 |
Accrued compensation and employee benefits | 1,015 | 1,656 |
Accrued income taxes | 182 | 154 |
Dividends payable | 178 | 0 |
Total current liabilities | 3,504 | 3,708 |
Fiduciary liabilities | 4,538 | 4,146 |
Less – cash and investments held in a fiduciary capacity | (4,538) | (4,146) |
Net fiduciary assets | 0 | 0 |
Long-term debt | 4,496 | 4,402 |
Pension, post-retirement and post-employment benefits | 2,004 | 2,058 |
Liabilities for errors and omissions | 322 | 318 |
Other liabilities | 1,045 | 1,128 |
Commitments and contingencies | 0 | 0 |
Equity: | ||
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued | 0 | 0 |
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at June 30, 2016 and December 31, 2015 | 561 | 561 |
Additional paid-in capital | 789 | 861 |
Retained earnings | 11,751 | 11,302 |
Accumulated other comprehensive loss | (4,301) | (4,220) |
Non-controlling interests | 81 | 89 |
Stockholders' equity before treasury stock | 8,881 | 8,593 |
Less – treasury shares, at cost, 41,593,434 shares at June 30, 2016 and 38,743,686 shares at December 31, 2015 | (2,176) | (1,991) |
Total equity | 6,705 | 6,602 |
Total liabilities and stockholders' equity | $ 18,076 | $ 18,216 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Fixed assets, accumulated depreciation and amortization | $ 1,666 | $ 1,621 |
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 | 41,593,434 | 38,743,686 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating cash flows: | ||
Net income before non-controlling interests | $ 970 | $ 924 |
Adjustments to reconcile net income to cash provided by operations: | ||
Depreciation and amortization of fixed assets and capitalized software | 154 | 156 |
Amortization of intangible assets | 67 | 48 |
Adjustments and payments related to contingent consideration liability | (8) | 0 |
Gain on deconsolidation of subsidiary | (12) | 0 |
Provision for deferred income taxes | 48 | 90 |
Loss (gain) on investments | 2 | (2) |
Loss on disposition of assets | 3 | 1 |
Share-based compensation expense | 58 | 46 |
Changes in assets and liabilities: | ||
Net receivables | (280) | (274) |
Other current assets | (37) | (6) |
Other assets | (1) | (15) |
Accounts payable and accrued liabilities | (24) | (75) |
Accrued compensation and employee benefits | (645) | (659) |
Accrued income taxes | 35 | 37 |
Contributions to pension and other benefit plans in excess of current year expense/credit | (139) | (149) |
Other liabilities | (10) | (59) |
Effect of exchange rate changes | 48 | 49 |
Net cash provided by operations | 229 | 112 |
Financing cash flows: | ||
Purchase of treasury shares | (410) | (775) |
Net increase in commercial paper | 0 | 50 |
Proceeds from debt | 347 | 494 |
Repayments of debt | (6) | (5) |
Shares withheld for taxes on vested units – treasury shares | (38) | (48) |
Issuance of common stock from treasury shares | 131 | 147 |
Payments of deferred and contingent consideration for acquisitions | (63) | (40) |
Distributions of non-controlling interests | (11) | (15) |
Dividends paid | (326) | (302) |
Net cash used for financing activities | (376) | (494) |
Investing cash flows: | ||
Capital expenditures | (114) | (176) |
Net purchases of long-term investments | (4) | (90) |
Proceeds from sales of fixed assets | 1 | 1 |
Acquisitions | (77) | (260) |
Other, net | 4 | (3) |
Net cash used for investing activities | (190) | (528) |
Effect of exchange rate changes on cash and cash equivalents | (63) | (118) |
Decrease in cash and cash equivalents | (400) | (1,028) |
Cash and cash equivalents at beginning of period | 1,374 | 1,958 |
Cash and cash equivalents at end of period | $ 974 | $ 930 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Shares | Non-Controlling Interests |
Balance, beginning of year at Dec. 31, 2014 | $ 561 | $ 930 | $ 10,335 | $ (3,847) | $ (925) | $ 79 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accrued stock compensation costs | (19) | ||||||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact | (69) | 235 | |||||
Net income | $ 924 | 901 | 23 | ||||
Dividend equivalents declared – (per share amounts: $0.96 in 2016 and $0.87 in 2015) | (2) | ||||||
Dividends declared – (per share amounts: $0.96 in 2016 and $0.87 in 2015) | (466) | ||||||
Other comprehensive loss, net of tax | (76) | (76) | |||||
Purchase of treasury shares | (775) | ||||||
Deconsolidation of subsidiary | 0 | ||||||
Distributions and other changes | (13) | ||||||
Balance, end of period at Jun. 30, 2015 | 6,872 | 842 | 10,768 | (3,923) | (1,465) | 89 | |
Balance, beginning of year at Dec. 31, 2015 | 6,602 | $ 561 | 861 | 11,302 | (4,220) | (1,991) | 89 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accrued stock compensation costs | (10) | ||||||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact | (62) | 225 | |||||
Net income | 970 | 953 | 17 | ||||
Dividend equivalents declared – (per share amounts: $0.96 in 2016 and $0.87 in 2015) | (4) | ||||||
Dividends declared – (per share amounts: $0.96 in 2016 and $0.87 in 2015) | (500) | ||||||
Other comprehensive loss, net of tax | (81) | (81) | |||||
Purchase of treasury shares | (410) | ||||||
Deconsolidation of subsidiary | (14) | ||||||
Distributions and other changes | (11) | ||||||
Balance, end of period at Jun. 30, 2016 | $ 6,705 | $ 789 | $ 11,751 | $ (4,301) | $ (2,176) | $ 81 |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per share (in dollars per share) | $ 0.96 | $ 0.87 |
Dividend equivalents declared per share (in dollars per share) | $ 0.96 | $ 0.87 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 , Mercer had assets under management of $146 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 and
Principles of Consolidation and Other Matters | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 (the " 2015 Form 10-K"). The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three- and six-month periods ended June 30, 2016 and 2015 . 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 $188 million , primarily related to regulatory requirements outside the U.S. or as collateral under captive insurance arrangements. Investments The Company holds investments in private companies and private equity funds. Investments in private equity funds are accounted for under the equity method of accounting using a consistently applied three -month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains or losses for its proportionate share of the change in fair value of the funds. Investments using the equity method of accounting are included in other assets in the consolidated balance sheets. The caption "Investment income (loss)" 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 equity method gains or losses on its investment in private equity funds. The Company's investments may include direct investments in insurance or consulting companies and investments in private equity funds. The Company recorded net investment income of $1 million in the second quarter of 2016 compared to a net investment income of $3 million for the same period in 2015, and recorded an investment loss of $2 million compared to net investment income of $5 million for the six months ended June 30, 2016 and 2015 , respectively. Income Taxes The Company's effective tax rate in the second quarter of 2016 was 29.5% compared with 27.9% in the second quarter of 2015 . The effective tax rate for the first six months of 2016 and 2015 was 29.0% and 28.6% , 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 items such as changes in tax legislation and valuation allowances. 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 $74 million at December 31, 2015 to $70 million at June 30, 2016 . It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $7 million within the next twelve months due to settlements of audits and expirations of statutes of limitation. |
Fiduciary Assets and Liabilitie
Fiduciary Assets and Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
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 $6 million and $5 million for the three months ended June 30, 2016 and 2015 , respectively, and $12 million and $10 million for the six months ended June 30, 2016 and 2015 , respectively. The Consulting segment recorded fiduciary interest income of less than $1 million and $1 million for the three months ended June 30, 2016 and 2015 , respectively, and $1 million and $2 million for the six months ended June 30, 2016 and 2015 , 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 June 30, 2016 and $6.9 billion at December 31, 2015 . 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. |
Per Share Data
Per Share Data | 6 Months Ended |
Jun. 30, 2016 | |
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 attributable to common shares 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 attributable to common shares 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 Six Months Ended (In millions, except per share figures) 2016 2015 2016 2015 Net income from continuing operations $ 480 $ 429 $ 970 $ 927 Less: Net income attributable to non-controlling interests 8 10 17 23 $ 472 $ 419 $ 953 $ 904 Basic weighted average common shares outstanding 521 535 521 537 Dilutive effect of potentially issuable common shares 4 6 5 6 Diluted weighted average common shares outstanding 525 541 526 543 Average stock price used to calculate common stock equivalents $ 64.17 $ 57.75 $ 60.01 $ 57.06 There were 13.9 million and 16.2 million stock options outstanding as of June 30, 2016 and 2015 , respectively. |
Supplemental Disclosures to The
Supplemental Disclosures to The Consolidated Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2016 | |
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 six -month periods ended June 30, 2016 and 2015 . (In millions of dollars) 2016 2015 Assets acquired, excluding cash $ 107 $ 338 Liabilities assumed (4 ) (12 ) Contingent/deferred purchase consideration (26 ) (95 ) Net cash outflow for current year acquisitions $ 77 $ 231 Cash paid into escrow for future acquisition — 29 Net cash outflow for acquisitions $ 77 $ 260 (In millions of dollars) 2016 2015 Interest paid $ 86 $ 69 Income taxes paid, net of refunds $ 303 $ 223 The Company paid deferred and contingent consideration of $63 million for the six months ended June 30, 2016 . This consisted of deferred purchase consideration related to prior years' acquisitions of $39 million and contingent consideration of $24 million . For the six months ended June 30, 2015, the Company paid deferred and contingent consideration of $39 million , consisting of deferred purchase consideration related to prior years' acquisitions of $28 million and contingent consideration of $11 million . These amounts are included in the consolidated statements of cash flows as a financing activity. For the six months ended June 30, 2016 , the Company recorded a net charge for adjustments related to acquisition related accounts of $18 million and contingent consideration payments of $26 million . For the six months ended June 30, 2015, the Company recorded a net charge for adjustments related to acquisition related accounts of $21 million and contingent consideration payments of $21 million . These amounts are included in the operating section of the consolidated statements of cash flows. The Company had non-cash issuances of common stock under its share-based payment plan of $70 million and $67 million for the six months ended June 30, 2016 and 2015 , respectively. The Company recorded stock-based compensation expense related to equity awards of $43 million and $33 million for the six-month periods ended June 30, 2016 and 2015 , respectively. The consolidated statement of cash flows includes the cash flow impact of discontinued operations related to indemnification payments from the Putnam disposition that reduced the net cash flow provided by operations by $82 million for the six months ended June 30, 2015. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2016 | |
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 six -month periods ended June 30, 2016 and 2015 , 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 Gains (Losses) Total Gains (Losses) Balance as of April 1, 2016 $ 6 $ (3,014 ) $ (1,089 ) $ (4,097 ) Other comprehensive income (loss) before reclassifications — 98 (333 ) (235 ) Amounts reclassified from accumulated other comprehensive income — 31 — 31 Net current period other comprehensive income (loss) — 129 (333 ) (204 ) Balance as of June 30, 2016 $ 6 $ (2,885 ) $ (1,422 ) $ (4,301 ) (In millions of dollars) Unrealized Investment Gains Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Gains (Losses) Total Gains (Losses) Balance as of April 1, 2015 $ 5 $ (3,213 ) $ (882 ) $ (4,090 ) Other comprehensive income (loss) before reclassifications — (126 ) 243 117 Amounts reclassified from accumulated other comprehensive income — 50 — 50 Net current period other comprehensive income (loss) — (76 ) 243 167 Balance as of June 30, 2015 $ 5 $ (3,289 ) $ (639 ) $ (3,923 ) (In millions of dollars) Unrealized Investment Gains Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Adjustments Total Gains (Losses) Balance as of January 1, 2016 $ 6 $ (3,124 ) $ (1,102 ) $ (4,220 ) Other comprehensive income (loss) before reclassifications — 178 (320 ) (142 ) Amounts reclassified from accumulated other comprehensive income — 61 — 61 Net current period other comprehensive income (loss) — 239 (320 ) (81 ) Balance as of June 30, 2016 $ 6 $ (2,885 ) $ (1,422 ) $ (4,301 ) (In millions of dollars) Unrealized Investment Gains Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Adjustments Total Gains (Losses) Balance as of January 1, 2015 $ 5 $ (3,393 ) $ (459 ) $ (3,847 ) Other comprehensive income (loss) before reclassifications — 2 (180 ) (178 ) Amounts reclassified from accumulated other comprehensive income — 102 — 102 Net current period other comprehensive income (loss) — 104 (180 ) (76 ) Balance as of June 30, 2015 $ 5 $ (3,289 ) $ (639 ) $ (3,923 ) The components of other comprehensive income (loss) for the three- and six -month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, 2016 2015 (In millions of dollars) Pre-Tax Tax Net of Tax Pre-Tax Tax (Credit) Net of Tax Foreign currency translation adjustments $ (334 ) $ (1 ) $ (333 ) $ 246 $ 3 $ 243 Pension/post-retirement plans: Amortization of losses included in net periodic pension cost: Net actuarial losses (a) 43 12 31 76 26 50 Subtotal 43 12 31 76 26 50 Effect of remeasurement — — — 1 — 1 Effect of curtailment 3 1 2 — — — Effect of settlement — — — 1 — 1 Foreign currency translation gains (losses) 116 21 95 (161 ) (33 ) (128 ) Other 1 — 1 — — — Pension/post-retirement plans gains (losses) 163 34 129 (83 ) (7 ) (76 ) Other comprehensive (loss) income $ (171 ) $ 33 $ (204 ) $ 163 $ (4 ) $ 167 (a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Income tax credits on prior service losses and net actuarial losses are included in income tax expense. Six Months Ended June 30, 2016 2015 (In millions of dollars) Pre-Tax Tax Net of Tax Pre-Tax Tax (Credit) Net of Tax Foreign currency translation adjustments $ (321 ) $ (1 ) $ (320 ) $ (180 ) $ — $ (180 ) Pension/post-retirement plans: Amortization of losses included in net periodic pension cost: Prior service losses (a) 1 — 1 — — — Net actuarial losses (a) 84 24 60 153 51 102 Subtotal 85 24 61 153 51 102 Effect of remeasurement (1 ) — (1 ) (3 ) (1 ) (2 ) Effect of curtailment 3 1 2 — — — Effect of settlement 1 — 1 1 — 1 Plan Termination — — — (6 ) (2 ) (4 ) Foreign currency translation gains 213 37 176 8 1 7 Pension/post-retirement plans gains 301 62 239 153 49 104 Other comprehensive (loss) income $ (20 ) $ 61 $ (81 ) $ (27 ) $ 49 $ (76 ) (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 | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Risk and Insurance Services segment completed three acquisitions during the first six months of 2016. • February – Marsh & McLennan Agency ("MMA") acquired The Celedinas Agency, Inc., a Florida-based brokerage firm providing property and casualty and marine insurance as well as employee benefits services to businesses and individuals, and Aviation Solutions, LLC, a Missouri-based aviation risk advisor and insurance broker. • March – MMA acquired Corporate Consulting Services, Ltd., a New York-based insurance brokerage and human resource consulting firm. The Consulting segment completed two acquisitions during the first six months of 2016. • January – Mercer acquired The Positive Ageing Company Limited, a U.K.-based firm providing advice on issues surrounding the aging workforce. • April – Mercer acquired the Extratextual software system and related client contracts. Extratextual is a web based compliance system that helps clients manage and meet their compliance and risk management obligations. Total purchase consideration for acquisitions made during the first six months of 2016 was $105 million , which consisted of cash paid of $79 million and deferred purchase and estimated contingent consideration of $26 million . Contingent consideration arrangements are based primarily on EBITDA and revenue targets over a period of 3 years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $39 million of deferred purchase consideration and $50 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 2016 based on their fair values: For the Six Months Ended June 30, 2016 (In millions of dollars) Cash $ 79 Estimated fair value of deferred/contingent consideration 26 Total Consideration $ 105 Allocation of purchase price: Cash and cash equivalents $ 2 Accounts receivable, net 1 Property, plant, and equipment 1 Other intangible assets 43 Goodwill 62 Total assets acquired 109 Current liabilities 2 Other liabilities 2 Total liabilities assumed 4 Net assets acquired $ 105 Other intangible assets acquired are based on initial estimates and subject to change based on final valuations during the measurement period after the acquisition date. The following chart provides information of other intangible assets acquired during 2016: Amount Weighted Average Amortization Period Client relationships $ 41 10 years Other (a) 2 3 years $ 43 (a) Primarily non-compete agreements, trade names and developed technology. Prior-Year Acquisitions The Risk and Insurance Services segment completed thirteen acquisitions during 2015. • January – Marsh acquired INGESEG S.A., an insurance brokerage located in Argentina. • May – Marsh acquired Sylvite Financial Services, Inc., a Canada-based insurance consulting firm and Sumitomo Life Insurance Agency America, Inc., an employee benefits brokerage and consulting firm providing employee benefit and other services to U.S.-based subsidiaries of Japanese companies. • June – Marsh & McLennan Agency ("MMA") acquired MHBT, Inc., a Texas-based insurance broker and Marsh acquired SIS Co. Ltd, a Korea-based insurance broker and advisor. • July – MMA acquired Vezina, a Canada-based independent insurance brokerage firm, Tequesta Insurance Advisors, an employee benefits insurance provider based in Florida, Cline Wood Agency, a Kansas City-based independent specialty insurance agency and J.W. Terrill, a Missouri-based independent insurance agency. Marsh acquired SMEI Group Ltd., a U.K.-based insurance broker providing specialist commercial insurance to small and medium-sized firms. • August – Marsh acquired Dovetail Insurance, a leading provider of insurance technology services to the U.S. small commercial market. • October – MMA acquired Dawson Insurance Agency, a North Dakota-based agency providing commercial and personal insurance, surety bonds, safety and loss control programs, and employee benefits services. • December – Marsh acquired Jelf Group, PLC, a U.K.-based insurance broking and financial consulting firm. The Consulting segment completed eight acquisitions during 2015. • February – Oliver Wyman acquired TeamSAI, a Georgia-based provider of consulting and technical services to the transportation industry, and Mercer acquired Strategic Capital Management AG, a Switzerland-based institutional investment advisor. • June – Mercer acquired Kepler Associates, a U.K.-based executive remuneration specialist. • August – OWG acquired the Hong Kong and Shanghai franchises of OC&C Strategy Consultants. • September – Mercer acquired Comptryx, a global pay and workforce metrics business specializing in the technology sector. • November – Mercer acquired HR Business Solutions (Asia) Limited, a Hong Kong-based compensation and employee benefits consulting firm, and Gama Consultores Associados Ltda, a Brazil-based retirement consulting firm. • December – Mercer acquired CPSG Partners, a Workday Services partner assisting clients worldwide to maximize the value of Workday Financial Management and Human Capital Management. Total purchase consideration for acquisitions made during the first six months of 2015 was $331 million , which consisted of cash paid of $236 million and deferred purchase and estimated contingent consideration of $95 million . Contingent consideration arrangements are primarily based on EBITDA and revenue targets over two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. In the first six months of 2015, the Company also paid $28 million of deferred purchase consideration and $33 million of contingent consideration related to acquisitions made in prior years. In addition, the Company purchased other intangible assets in the amount of $3 million . Pro-Forma Information While the Company does not believe its acquisitions in the aggregate are material, the following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2016 and 2015. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2015 and reflects acquisitions made in 2015 as if they occurred on January 1, 2014. 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 Six Months Ended (In millions, except per share figures) 2016 2015 2016 2015 Revenue $ 3,376 $ 3,328 $ 6,721 $ 6,658 Income from continuing operations $ 480 $ 441 $ 973 $ 949 Net income attributable to the Company $ 472 $ 431 $ 955 $ 922 Basic net income per share: – Continuing operations $ 0.91 $ 0.80 $ 1.83 $ 1.72 – Net income attributable to the Company $ 0.91 $ 0.81 $ 1.83 $ 1.72 Diluted net income per share: – Continuing operations $ 0.90 $ 0.80 $ 1.82 $ 1.70 – Net income attributable to the Company $ 0.90 $ 0.80 $ 1.82 $ 1.70 The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the six -month period ended June 30, 2016 includes approximately $9 million of revenue and $2 million of operating income related to acquisitions made in 2016 . |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, 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 carrying 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 2015 and concluded that a two-step goodwill impairment test was not required in 2015 and that goodwill was not impaired. 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: June 30, (In millions of dollars) 2016 2015 Balance as of January 1, as reported $ 7,889 $ 7,241 Goodwill acquired 62 188 Other adjustments (a) (6 ) (48 ) Balance at June 30, $ 7,945 $ 7,381 (a) Primarily reflects the impact of foreign exchange in each period. Goodwill allocable to the Company’s reportable segments at June 30, 2016 is as follows: Risk & Insurance Services, $5.6 billion and Consulting, $2.3 billion . The gross cost and accumulated amortization at June 30, 2016 and December 31, 2015 are as follows: June 30, 2016 December 31, 2015 (In millions of dollars) Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Client Relationships $ 1,229 $ 359 $ 870 $ 1,281 $ 347 $ 934 Other (a) 150 65 85 176 74 102 Amortized intangibles $ 1,379 $ 424 $ 955 $ 1,457 $ 421 $ 1,036 (a) Primarily non-compete agreements, trade names and developed technology. Aggregate amortization expense for the six months ended June 30, 2016 and 2015 was $67 million and $48 million , respectively. The estimated future aggregate amortization expense is as follows: For the Years Ending December 31, (In millions of dollars) Estimated Expense 2016 (excludes amortization through June 30, 2016) $ 66 2017 120 2018 117 2019 114 2020 95 Subsequent years 443 $ 955 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
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"). 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 mutual funds and money market funds. Level 2. Assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets; b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently); c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans). The Company does not have any assets or liabilities that utilize Level 2 inputs. 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, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. The money market funds are valued using a valuation technique that results in price per share at $1.00 . 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 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 June 30, 2016 and December 31, 2015 . Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions of dollars) 06/30/16 12/31/15 06/30/16 12/31/15 06/30/16 12/31/15 06/30/16 12/31/15 Assets: Financial instruments owned: Mutual funds (a) $ 133 $ 142 $ — $ — $ — $ — $ 133 $ 142 Money market funds (b) 43 140 — — — — 43 140 Total assets measured at fair value $ 176 $ 282 $ — $ — $ — $ — $ 176 $ 282 Fiduciary Assets: Money market funds $ 27 $ 48 $ — $ — $ — $ — $ 27 $ 48 Total fiduciary assets measured at fair value $ 27 $ 48 $ — $ — $ — $ — $ 27 $ 48 Liabilities: Contingent purchase consideration liability (c) $ — $ — $ — $ — $ 279 $ 309 $ 279 $ 309 Total liabilities measured at fair value $ — $ — $ — $ — $ 279 $ 309 $ 279 $ 309 (a) Included in other assets in the consolidated balance sheets. (b) Included in cash and cash equivalents in the consolidated balance sheets. (c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. During the six -month period ended June 30, 2016 , 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 June 30, 2016 and 2015 that represent contingent consideration related to acquisitions: (In millions of dollars) 2016 2015 Balance at January 1, $ 309 $ 207 Additions 8 49 Payments (50 ) (33 ) Revaluation Impact 18 21 Other (a) (6 ) — Balance at June 30, $ 279 $ 244 (a) Primarily reflects the impact of foreign exchange. The fair value of the contingent purchase consideration 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 $18 million in the six -month period ended June 30, 2016 . A 5% increase in the above mentioned projections would increase the liability by approximately $26 million . A 5% decrease in the above mentioned projections would decrease the liability by approximately $45 million . Long-Term Investments The Company holds investments in certain private companies, public companies and private equity investments that are accounted for using the equity method of accounting. The carrying value of these investments amounted to $377 million and $347 million at June 30, 2016 and December 31, 2015 , respectively. Private Equity Investments The Company's investments in private equity funds were $81 million and $76 million at June 30, 2016 and December 31, 2015 , respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains/losses for its proportionate share of the change in fair value of the funds. These investments would be classified as Level 3 in the fair value hierarchy and are included in other assets in the consolidated balance sheets. Investments in Public Companies Alexander Forbes : The Company owns approximately 33% of the common stock of Alexander Forbes, a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. As of June 30, 2016 , the carrying value of the Company’s investment in Alexander Forbes was approximately $235 million . As of June 30, 2016 , the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the June 30, 2016 closing share price of 6.50 South African Rand per share, was approximately $190 million . During 2015, the share price of Alexander Forbes ranged from 5.32 Rand to 10.38 Rand. The trading price of the Company's shares of Alexander Forbes first dropped below the purchase price in November 2015. During the first six months of 2016, the shares closed between 4.61 Rand (in late January) to 7.16 Rand (in early May), with trades as high as 7.63 Rand. The Company considered several factors related to its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. As a result, the Company has determined the investment is not impaired as of June 30, 2016. The Company’s investment in Alexander Forbes and its other equity investments in private companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated income statements and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments on a one quarter lag basis. Benefitfocus : On February 24, 2015, Mercer purchased shares of common stock of Benefitfocus (NASDAQ:BNFT) constituting approximately 9.9% of BNFT's outstanding capital stock as of the acquisition date. The purchase price for the BNFT shares and certain other rights and other consideration was approximately $75 million . The Company has elected to account for this investment under the cost method of accounting as the shares purchased are categorized as restricted and cannot be sold for an extended period. Effective January 1, 2017, these shares will be accounted for as available for sale securities, classified as Level 2 in the fair value hierarchy and included in other assets in the consolidated balance sheets. The value of the BNFT shares based on the closing price on the NASDAQ as of June 30, 2016 and without regard to the restrictions on sale was approximately $107 million . Deconsolidation of a Subsidiary Marsh operates in India through Marsh India Insurance Brokers Limited (Marsh India), which is owned 26% by Marsh and 74% by local shareholders. Prior to the second quarter, under the terms of its shareholders’ agreement with the local shareholders, Marsh had a controlling financial interest in Marsh India and its results were consolidated under US GAAP. Under the recently adopted Insurance Laws (Amendment) Act, 2015 of India and related regulations issued by the Indian Insurance Regulatory and Development Authority, Indian insurance companies (including insurance intermediaries and brokers like Marsh India) must now be controlled by Indian promoters or Indian investors. In the second quarter, the shareholders’ agreement between the shareholders of Marsh India was amended to comply with these new regulations, which resulted in Marsh no longer having a controlling financial interest under US GAAP. In accordance with US GAAP, the Company was required to deconsolidate Marsh India and recognize its interest in Marsh India at fair value, with the difference between the carrying value and fair value recognized in earnings. The Company estimated the fair value of its interest in Marsh India, primarily using a discounted cash flow approach, which considered various cash flow scenarios and a discount rate appropriate for the investment. Certain provisions relating to restrictions on sales and repurchase of shares of Marsh India owned by its employees were also required to be removed by the new regulations. As a result, the deferred compensation expense related to those shares was accelerated in the second quarter. The net gain on the Company’s pre-tax income as a result of these changes was approximately $12 million , which is included in revenue. Going forward, the Company’s investment in Marsh India will be accounted for using the equity method of accounting. |
Retirement Benefits
Retirement Benefits | 6 Months Ended |
Jun. 30, 2016 | |
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 some of 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 Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income and at June 30, 2016 , the actual allocation for the Company's U.S. Plan was 62% equities and equity alternatives and 38% fixed income. The target asset allocation for the Company's U.K. Plans, which comprise approximately 83% of non-U.S. Plan assets, is 48% equities and equity alternatives and 52% fixed income. At June 30, 2016 , the actual allocation for the U.K. Plans was 46% equities and equity alternatives and 54% 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. 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 Post-retirement For the Three Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 46 $ 50 $ — $ 1 Interest cost 138 146 1 2 Expected return on plan assets (242 ) (243 ) — — Amortization of prior service (credit) cost (1 ) — 1 1 Recognized actuarial loss (gain) 42 78 — (1 ) Net periodic benefit (credit) cost $ (17 ) $ 31 $ 2 $ 3 Curtailment gain (5 ) — — — Settlement loss 1 — — — Total (credit) cost $ (21 ) $ 31 $ 2 $ 3 Combined U.S. and significant non-U.S. Plans Pension Post-retirement For the Six Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 90 $ 102 $ — $ 2 Interest cost 275 292 3 4 Expected return on plan assets (483 ) (486 ) — — Amortization of prior service (credit) cost (1 ) — 2 1 Recognized actuarial loss (gain) 84 154 (1 ) (1 ) Net periodic benefit (credit) cost $ (35 ) $ 62 $ 4 $ 6 Curtailment gain (5 ) — — — Settlement loss 1 — — — Plan termination — — — (128 ) Total (credit) cost $ (39 ) $ 62 $ 4 $ (122 ) U.S. Plans only Pension Post-retirement For the Three Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 27 $ 29 $ — $ — Interest cost 66 63 — 1 Expected return on plan assets (95 ) (92 ) — — Amortization of prior service cost — — 1 1 Recognized actuarial loss (gain) 18 46 — (1 ) Net periodic benefit cost $ 16 $ 46 $ 1 $ 1 Plan termination — — — — Total cost $ 16 $ 46 $ 1 $ 1 U.S. Plans only Pension Post-retirement For the Six Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 53 $ 59 $ — $ 1 Interest cost 132 125 1 2 Expected return on plan assets (190 ) (184 ) — — Amortization of prior service cost — — 2 1 Recognized actuarial loss (gain) 36 91 (1 ) (1 ) Net periodic benefit cost $ 31 $ 91 $ 2 $ 3 Plan termination — — — (128 ) Total cost (credit) $ 31 $ 91 $ 2 $ (125 ) Effective September 1, 2015, the Company divided its U.S. qualified defined benefit plan to provide enhanced flexibility and better manage the risks. The existing plan was amended to cover only the retirees currently receiving benefits and terminated vested participants as of August 1, 2015. The Company's active participants as of that date were transferred into a newly established, legally separate qualified defined benefit plan. The benefits offered to the plans’ participants were unchanged. As a result of the plan amendment and establishment of the new plan, the Company re-measured the assets and liabilities of the two plans as required under U.S. GAAP, based on assumptions and market conditions at the amendment date. The net periodic pension expense recognized in 2016 reflects the impact of the amendment discussed above. In March 2015, the Company amended its U.S. Post-65 retiree medical reimbursement plan (the "RRA plan"), resulting in its termination, with benefits to certain participants to be paid through December 31, 2016. As a result of the termination of the RRA plan, the Company recognized a net credit of approximately $125 million in the first quarter of 2015. Significant non-U.S. Plans only Pension Post-retirement For the Three Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 19 $ 21 $ — $ 1 Interest cost 72 83 1 1 Expected return on plan assets (147 ) (151 ) — — Amortization of prior service credit (1 ) — — — Recognized actuarial loss 24 32 — — Net periodic benefit (credit) cost $ (33 ) $ (15 ) $ 1 $ 2 Curtailment (gain) (5 ) — — — Settlement loss 1 — — — Total (credit) cost $ (37 ) $ (15 ) $ 1 $ 2 Significant non-U.S. Plans only Pension Post-retirement For the Six Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 37 $ 43 $ — $ 1 Interest cost 143 167 2 2 Expected return on plan assets (293 ) (302 ) — — Amortization of prior service credit (1 ) — — — Recognized actuarial loss 48 63 — — Net periodic benefit (credit) cost $ (66 ) $ (29 ) $ 2 $ 3 Curtailment gain (5 ) — — — Settlement loss 1 — — — Total (credit) cost $ (70 ) $ (29 ) $ 2 $ 3 Effective August 1, 2015, the Company amended its Ireland defined benefit pension plans to close those plans to future benefit accruals and replaced those plans with a defined contribution arrangement. The Company re-measured the assets and liabilities of the plans, based on assumptions and market conditions on the amendment date. The net periodic pension costs recognized in 2016 reflect the impact of the amendment discussed above. 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 Benefits Post-retirement Benefits June 30, 2016 2015 2016 2015 Weighted average assumptions: Expected return on plan assets 7.07 % 7.25 % — — Discount rate 4.11 % 3.79 % 4.12 % 4.08 % Rate of compensation increase 2.44 % 2.42 % — — The Company made approximately $103 million of contributions to its U.S. and non-U.S. defined benefit plans in the first six months of 2016 . The Company expects to contribute approximately $114 million to its non-qualified U.S. pension and non-U.S. pension plans during the remainder of 2016 . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt is as follows: (In millions of dollars) June 30, December 31, Short-term: Current portion of long-term debt $ 261 $ 12 Long-term: Senior notes – 2.30% due 2017 250 249 Senior notes – 2.55% due 2018 249 249 Senior notes – 2.35% due 2019 298 298 Senior notes – 2.35% due 2020 497 496 Senior notes – 4.80% due 2021 498 497 Senior notes – 3.30% due 2023 347 — Senior notes – 4.05% due 2023 248 248 Senior notes – 3.50% due 2024 595 595 Senior notes – 3.50% due 2025 495 495 Senior notes – 3.750% due 2026 595 595 Senior notes – 5.875% due 2033 297 297 Mortgage – 5.70% due 2035 387 393 Other 1 2 4,757 4,414 Less current portion 261 12 $ 4,496 $ 4,402 The senior notes in the table above are registered by the Company with the Securities and Exchange Commission, with no guarantees attached. In March 2016, the Company issued $350 million of 3.30% seven -year senior notes. The Company intends to use the net proceeds for general corporate purposes. In September 2015, the Company issued $600 million of 3.75% 10.5 -year senior notes. The Company used the net proceeds for general corporate purposes. In March 2015, the Company issued $500 million of 2.35% five -year senior notes. The Company used the net proceeds for general corporate purposes. The Company and certain of its foreign subsidiaries maintain a $1.5 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 November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at June 30, 2016 . The Company has a $150 million uncommitted bank credit line. There were no borrowings under this facility at June 30, 2016 . In December 2012, the Company closed on a $50 million , three -year term loan facility which terminated on October 30, 2015. 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. June 30, 2016 December 31, 2015 (In millions of dollars) Carrying Amount Fair Value Carrying Amount Fair Value Short-term debt $ 261 $ 264 $ 12 $ 12 Long-term debt $ 4,496 $ 4,755 $ 4,402 $ 4,513 The fair value of the Company’s 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 | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs The Company recorded total restructuring costs of $8 million in the first six months of 2016 , primarily for future severance and rent under non-cancelable leases. These costs were incurred in Risk and Insurance Services ( $3 million ), Corporate ( $4 million ) and Consulting ( $1 million ). Details of the restructuring activity from January 1, 2015 through June 30, 2016 , which includes liabilities from actions prior to 2016 , are as follows: (In millions of dollars) Liability at 1/1/15 Amounts Accrued Cash Paid Other Liability at 12/31/15 Amounts Accrued Cash Paid Other Liability at 6/30/16 Severance $ 7 $ 17 $ (7 ) $ (2 ) $ 15 $ 4 $ (12 ) $ — $ 7 Future rent under non-cancelable leases and other costs 85 11 (21 ) 3 78 4 (10 ) (2 ) 70 Total $ 92 $ 28 $ (28 ) $ 1 $ 93 $ 8 $ (22 ) $ (2 ) $ 77 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 | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Common Stock | Common Stock During the first six months of 2016 , the Company repurchased approximately 7 million shares of its common stock for consideration of $425 million , including trades for approximately 0.2 million shares worth approximately $15 million purchased at the end of June that settled in early July. In May 2015, the Board of Directors renewed the Company's share repurchase program, allowing management to buy back up to $2 billion of the Company's common stock. At June 30, 2016 , the Company remains authorized to purchase additional shares of its common stock up to a value of approximately $730 million . There is no time limit on the authorization. During the first six months of 2015 , the Company repurchased approximately 13.5 million shares of its common stock for consideration of $775 million . |
Claims, Lawsuits And Other Cont
Claims, Lawsuits And Other Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Claims, Lawsuits, and Other Contingencies | Claims, Lawsuits and Other Contingencies Litigation Matters The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial 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. These 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 uses 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 Enforcement Matters Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates. In the ordinary course of business, the Company is also subject to subpoenas, investigations, lawsuits and other regulatory actions undertaken by governmental authorities. Other Contingencies-Guarantees In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee were reinsured up to £40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of June 30, 2016 , the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee. From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit. 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 14 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 2015 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 six month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended Six Months Ended (In millions of dollars) Revenue Operating Income (Loss) Revenue Operating Income (Loss) 2016– Risk and Insurance Services $ 1,850 (a) $ 490 $ 3,718 (c) $ 1,025 Consulting 1,539 (b) 285 3,017 (d) 530 Total Operating Segments 3,389 775 6,735 1,555 Corporate / Eliminations (13 ) (49 ) (23 ) (96 ) Total Consolidated $ 3,376 $ 726 $ 6,712 $ 1,459 2015– Risk and Insurance Services $ 1,750 (a) $ 427 $ 3,553 (c) $ 960 Consulting 1,487 (b) 248 2,908 (d) 496 Total Operating Segments 3,237 675 6,461 1,456 Corporate / Eliminations (12 ) (46 ) (21 ) (92 ) Total Consolidated $ 3,225 $ 629 $ 6,440 $ 1,364 (a) Includes inter-segment revenue of $3 million and $4 million in 2016 and 2015 , respectively, interest income on fiduciary funds of $6 million and $5 million in 2016 and 2015 , respectively, and equity method income of $6 million in 2016 and $0 million in 2015 , respectively. (b) Includes inter-segment revenue of $10 million and $8 million in 2016 and 2015 , respectively, interest income on fiduciary funds of less than $1 million and $1 million in 2016 and 2015 , respectively, and equity method income of $5 million in both 2016 and 2015 . (c) Includes inter-segment revenue of $4 million in 2016 and $5 million in 2015 , interest income on fiduciary funds of $12 million and $10 million in 2016 and 2015 , respectively, and equity method income of $7 million and $2 million in 2016 and 2015 , respectively. (d) Includes inter-segment revenue of $19 million and $16 million in 2016 and 2015 , respectively, interest income on fiduciary funds of $1 million and $2 million in 2016 and 2015 , respectively, and equity method income of $9 million and $8 million in 2016 and 2015 , respectively. Details of operating segment revenue for the three and six month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended Six Months Ended (In millions of dollars) 2016 2015 2016 2015 Risk and Insurance Services Marsh $ 1,564 $ 1,474 $ 3,057 $ 2,908 Guy Carpenter 286 276 661 645 Total Risk and Insurance Services 1,850 1,750 3,718 3,553 Consulting Mercer 1,079 1,046 2,118 2,083 Oliver Wyman Group 460 441 899 825 Total Consulting 1,539 1,487 3,017 2,908 Total Operating Segments 3,389 3,237 6,735 6,461 Corporate / Eliminations (13 ) (12 ) (23 ) (21 ) Total $ 3,376 $ 3,225 $ 6,712 $ 6,440 |
New Accounting Guidance
New Accounting Guidance | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Guidance | New Accounting Guidance In April 2016, the FASB issued new guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the impact of the adoption of the guidance on its financial position, results of operations and statement of cash flows. In March 2016, the FASB issued new guidance which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The new guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early application will be permitted. The Company does not expect the adoption of the guidance to have a significant impact on its financial position or results of operations. In February 2016, the FASB issued new guidance intended to improve financial reporting about leasing transactions. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles ("GAAP"), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires that only capital leases to be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The new guidance on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application will be permitted. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations, but expects material "right to use" assets and liabilities to be recorded on its consolidated balance sheets. In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations. 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 was initially effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, but was deferred to fiscal years beginning on or after December 15, 2017. 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 the latter 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 position and results of operations. New Accounting Pronouncements Recently Adopted In November 2015, the FASB issued a new standard related to the balance sheet classification of deferred taxes ("deferred tax standard"), which simplifies the presentation of deferred income taxes. The deferred tax standard requires companies to classify deferred tax assets and liabilities as noncurrent in the consolidated balance sheet. The previous standard required companies to classify deferred tax assets and liabilities as current and noncurrent. The deferred tax standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. Effective December 31, 2015, the Company early adopted the deferred tax standard retrospectively, as a change in accounting principle. The impact of this change on the Company's prior year's Consolidated Statements of Cash Flows is shown in the table below. The adoption of this standard had no impact on our results of operations. In September 2015, the FASB issued new guidance intended to simplify the accounting for adjustments made to provisional amounts recognized in business combinations. The guidance requires the acquirer to recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustments are determined, and to record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed as of the acquisition date. The guidance also includes additional disclosures required for the amounts recorded in current period earnings arising from such adjustments. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance should be applied prospectively for adjustments to provisional amounts after the effective date, with earlier application permitted for financial statements that have not been issued. The adoption of this new guidance did not have a material impact on the Company's financial position or results of operations. In May 2015, the FASB issued new guidance which removes the requirement to present certain investments for which the practical expedient is used to measure fair value at net asset value within the fair value hierarchy table. Instead, an entity would be required to include those investments as a reconciling item so that the total fair value amount of investments in the disclosure is consistent with the fair value investment balance on the statement of net assets. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this new guidance affects footnote disclosure only, and therefore did not have a material impact on the Company's financial statements. In February 2015, the FASB issued new accounting guidance intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The guidance focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this new accounting guidance did not have a material impact on the Company's financial position or results of operations. In January 2015, the FASB issued new accounting guidance that eliminated the concept of extraordinary items. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this guidance had no effect on the Company's financial condition, results of operations or cash flows. 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. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this guidance did not impact the Company's financial position, results of operations or cash flows. In April 2015, the FASB issued a new standard related to the presentation of debt issuance costs ("debt issuance costs standard"). The debt issuance cost standard requires debt issuance costs related to recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The previous standard required these debt issuance costs be classified as an asset and amortized ratably over the life of the debt. The debt issuance cost standard is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. The Company elected to early adopt the debt issuance costs standard, effective December 31, 2015. The adoption of the debt issuance costs standard had no impact on our results of operations. This guidance is effective on a retrospective basis, as a change in accounting principle. The impact of this change on the Company's prior year's Consolidated Statements of Cash Flows is shown in the table below. Period Ended June 30, 2015 As Previously Reported Change in Deferred Tax Presentation Change in Prepaid Debt Fees Presentation As Amended Consolidated Statement of Cash Flows Changes in assets and liabilities: Other current assets $ 39 $ (46 ) $ 1 $ (6 ) Other assets (62 ) 42 5 (15 ) Accrued income taxes 31 6 — 37 Other liabilities (57 ) (2 ) — (59 ) Net cash provided by operations 106 — 6 112 Proceeds from debt 500 — (6 ) 494 Net cash used for financing activities $ (488 ) $ — $ (6 ) $ (494 ) |
Principles of Consolidation a25
Principles of Consolidation and Other Matters (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 second quarter of 2016 was 29.5% compared with 27.9% in the second quarter of 2015 . The effective tax rate for the first six months of 2016 and 2015 was 29.0% and 28.6% , 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 items such as changes in tax legislation and valuation allowances. 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. |
Fair Value Measurements (Polici
Fair Value Measurements (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Hierarchy The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the Financial Accounting Standards Board ("FASB"). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows: Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and money market mutual funds). Assets and liabilities utilizing Level 1 inputs include exchange-traded mutual funds and money market funds. Level 2. Assets and liabilities whose values are based on the following: a) Quoted prices for similar assets or liabilities in active markets; b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently); c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans). The Company does not have any assets or liabilities that utilize Level 2 inputs. 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, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. The money market funds are valued using a valuation technique that results in price per share at $1.00 . 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 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. |
New Accounting Guidance (Polici
New Accounting Guidance (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Guidance In April 2016, the FASB issued new guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the impact of the adoption of the guidance on its financial position, results of operations and statement of cash flows. In March 2016, the FASB issued new guidance which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The new guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early application will be permitted. The Company does not expect the adoption of the guidance to have a significant impact on its financial position or results of operations. In February 2016, the FASB issued new guidance intended to improve financial reporting about leasing transactions. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles ("GAAP"), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires that only capital leases to be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The new guidance on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application will be permitted. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations, but expects material "right to use" assets and liabilities to be recorded on its consolidated balance sheets. In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations. 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 was initially effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, but was deferred to fiscal years beginning on or after December 15, 2017. 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 the latter 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 position and results of operations. New Accounting Pronouncements Recently Adopted In November 2015, the FASB issued a new standard related to the balance sheet classification of deferred taxes ("deferred tax standard"), which simplifies the presentation of deferred income taxes. The deferred tax standard requires companies to classify deferred tax assets and liabilities as noncurrent in the consolidated balance sheet. The previous standard required companies to classify deferred tax assets and liabilities as current and noncurrent. The deferred tax standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. Effective December 31, 2015, the Company early adopted the deferred tax standard retrospectively, as a change in accounting principle. The impact of this change on the Company's prior year's Consolidated Statements of Cash Flows is shown in the table below. The adoption of this standard had no impact on our results of operations. In September 2015, the FASB issued new guidance intended to simplify the accounting for adjustments made to provisional amounts recognized in business combinations. The guidance requires the acquirer to recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustments are determined, and to record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed as of the acquisition date. The guidance also includes additional disclosures required for the amounts recorded in current period earnings arising from such adjustments. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance should be applied prospectively for adjustments to provisional amounts after the effective date, with earlier application permitted for financial statements that have not been issued. The adoption of this new guidance did not have a material impact on the Company's financial position or results of operations. In May 2015, the FASB issued new guidance which removes the requirement to present certain investments for which the practical expedient is used to measure fair value at net asset value within the fair value hierarchy table. Instead, an entity would be required to include those investments as a reconciling item so that the total fair value amount of investments in the disclosure is consistent with the fair value investment balance on the statement of net assets. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this new guidance affects footnote disclosure only, and therefore did not have a material impact on the Company's financial statements. In February 2015, the FASB issued new accounting guidance intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The guidance focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this new accounting guidance did not have a material impact on the Company's financial position or results of operations. In January 2015, the FASB issued new accounting guidance that eliminated the concept of extraordinary items. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this guidance had no effect on the Company's financial condition, results of operations or cash flows. 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. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this guidance did not impact the Company's financial position, results of operations or cash flows. In April 2015, the FASB issued a new standard related to the presentation of debt issuance costs ("debt issuance costs standard"). The debt issuance cost standard requires debt issuance costs related to recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The previous standard required these debt issuance costs be classified as an asset and amortized ratably over the life of the debt. The debt issuance cost standard is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. The Company elected to early adopt the debt issuance costs standard, effective December 31, 2015. The adoption of the debt issuance costs standard had no impact on our results of operations. This guidance is effective on a retrospective basis, as a change in accounting principle. |
Per Share Data (Tables)
Per Share Data (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Six Months Ended (In millions, except per share figures) 2016 2015 2016 2015 Net income from continuing operations $ 480 $ 429 $ 970 $ 927 Less: Net income attributable to non-controlling interests 8 10 17 23 $ 472 $ 419 $ 953 $ 904 Basic weighted average common shares outstanding 521 535 521 537 Dilutive effect of potentially issuable common shares 4 6 5 6 Diluted weighted average common shares outstanding 525 541 526 543 Average stock price used to calculate common stock equivalents $ 64.17 $ 57.75 $ 60.01 $ 57.06 |
Supplemental Disclosures to t29
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six -month periods ended June 30, 2016 and 2015 . (In millions of dollars) 2016 2015 Assets acquired, excluding cash $ 107 $ 338 Liabilities assumed (4 ) (12 ) Contingent/deferred purchase consideration (26 ) (95 ) Net cash outflow for current year acquisitions $ 77 $ 231 Cash paid into escrow for future acquisition — 29 Net cash outflow for acquisitions $ 77 $ 260 (In millions of dollars) 2016 2015 Interest paid $ 86 $ 69 Income taxes paid, net of refunds $ 303 $ 223 |
Other Comprehensive Income (L30
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six -month periods ended June 30, 2016 and 2015 , 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 Gains (Losses) Total Gains (Losses) Balance as of April 1, 2016 $ 6 $ (3,014 ) $ (1,089 ) $ (4,097 ) Other comprehensive income (loss) before reclassifications — 98 (333 ) (235 ) Amounts reclassified from accumulated other comprehensive income — 31 — 31 Net current period other comprehensive income (loss) — 129 (333 ) (204 ) Balance as of June 30, 2016 $ 6 $ (2,885 ) $ (1,422 ) $ (4,301 ) (In millions of dollars) Unrealized Investment Gains Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Gains (Losses) Total Gains (Losses) Balance as of April 1, 2015 $ 5 $ (3,213 ) $ (882 ) $ (4,090 ) Other comprehensive income (loss) before reclassifications — (126 ) 243 117 Amounts reclassified from accumulated other comprehensive income — 50 — 50 Net current period other comprehensive income (loss) — (76 ) 243 167 Balance as of June 30, 2015 $ 5 $ (3,289 ) $ (639 ) $ (3,923 ) (In millions of dollars) Unrealized Investment Gains Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Adjustments Total Gains (Losses) Balance as of January 1, 2016 $ 6 $ (3,124 ) $ (1,102 ) $ (4,220 ) Other comprehensive income (loss) before reclassifications — 178 (320 ) (142 ) Amounts reclassified from accumulated other comprehensive income — 61 — 61 Net current period other comprehensive income (loss) — 239 (320 ) (81 ) Balance as of June 30, 2016 $ 6 $ (2,885 ) $ (1,422 ) $ (4,301 ) (In millions of dollars) Unrealized Investment Gains Pension/Post-Retirement Plans Gains (Losses) Foreign Currency Translation Adjustments Total Gains (Losses) Balance as of January 1, 2015 $ 5 $ (3,393 ) $ (459 ) $ (3,847 ) Other comprehensive income (loss) before reclassifications — 2 (180 ) (178 ) Amounts reclassified from accumulated other comprehensive income — 102 — 102 Net current period other comprehensive income (loss) — 104 (180 ) (76 ) Balance as of June 30, 2015 $ 5 $ (3,289 ) $ (639 ) $ (3,923 ) |
Schedule of Components of Comprehensive Income (Loss) | The components of other comprehensive income (loss) for the three- and six -month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended June 30, 2016 2015 (In millions of dollars) Pre-Tax Tax Net of Tax Pre-Tax Tax (Credit) Net of Tax Foreign currency translation adjustments $ (334 ) $ (1 ) $ (333 ) $ 246 $ 3 $ 243 Pension/post-retirement plans: Amortization of losses included in net periodic pension cost: Net actuarial losses (a) 43 12 31 76 26 50 Subtotal 43 12 31 76 26 50 Effect of remeasurement — — — 1 — 1 Effect of curtailment 3 1 2 — — — Effect of settlement — — — 1 — 1 Foreign currency translation gains (losses) 116 21 95 (161 ) (33 ) (128 ) Other 1 — 1 — — — Pension/post-retirement plans gains (losses) 163 34 129 (83 ) (7 ) (76 ) Other comprehensive (loss) income $ (171 ) $ 33 $ (204 ) $ 163 $ (4 ) $ 167 (a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Income tax credits on prior service losses and net actuarial losses are included in income tax expense. Six Months Ended June 30, 2016 2015 (In millions of dollars) Pre-Tax Tax Net of Tax Pre-Tax Tax (Credit) Net of Tax Foreign currency translation adjustments $ (321 ) $ (1 ) $ (320 ) $ (180 ) $ — $ (180 ) Pension/post-retirement plans: Amortization of losses included in net periodic pension cost: Prior service losses (a) 1 — 1 — — — Net actuarial losses (a) 84 24 60 153 51 102 Subtotal 85 24 61 153 51 102 Effect of remeasurement (1 ) — (1 ) (3 ) (1 ) (2 ) Effect of curtailment 3 1 2 — — — Effect of settlement 1 — 1 1 — 1 Plan Termination — — — (6 ) (2 ) (4 ) Foreign currency translation gains 213 37 176 8 1 7 Pension/post-retirement plans gains 301 62 239 153 49 104 Other comprehensive (loss) income $ (20 ) $ 61 $ (81 ) $ (27 ) $ 49 $ (76 ) (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) | 6 Months Ended |
Jun. 30, 2016 | |
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 2016 based on their fair values: For the Six Months Ended June 30, 2016 (In millions of dollars) Cash $ 79 Estimated fair value of deferred/contingent consideration 26 Total Consideration $ 105 Allocation of purchase price: Cash and cash equivalents $ 2 Accounts receivable, net 1 Property, plant, and equipment 1 Other intangible assets 43 Goodwill 62 Total assets acquired 109 Current liabilities 2 Other liabilities 2 Total liabilities assumed 4 Net assets acquired $ 105 |
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 Six Months Ended (In millions, except per share figures) 2016 2015 2016 2015 Revenue $ 3,376 $ 3,328 $ 6,721 $ 6,658 Income from continuing operations $ 480 $ 441 $ 973 $ 949 Net income attributable to the Company $ 472 $ 431 $ 955 $ 922 Basic net income per share: – Continuing operations $ 0.91 $ 0.80 $ 1.83 $ 1.72 – Net income attributable to the Company $ 0.91 $ 0.81 $ 1.83 $ 1.72 Diluted net income per share: – Continuing operations $ 0.90 $ 0.80 $ 1.82 $ 1.70 – Net income attributable to the Company $ 0.90 $ 0.80 $ 1.82 $ 1.70 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following chart provides information of other intangible assets acquired during 2016: Amount Weighted Average Amortization Period Client relationships $ 41 10 years Other (a) 2 3 years $ 43 (a) Primarily non-compete agreements, trade names and developed technology. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: June 30, (In millions of dollars) 2016 2015 Balance as of January 1, as reported $ 7,889 $ 7,241 Goodwill acquired 62 188 Other adjustments (a) (6 ) (48 ) Balance at June 30, $ 7,945 $ 7,381 (a) Primarily reflects the impact of foreign exchange in each period. |
Amortized Intangible Assets | The gross cost and accumulated amortization at June 30, 2016 and December 31, 2015 are as follows: June 30, 2016 December 31, 2015 (In millions of dollars) Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Client Relationships $ 1,229 $ 359 $ 870 $ 1,281 $ 347 $ 934 Other (a) 150 65 85 176 74 102 Amortized intangibles $ 1,379 $ 424 $ 955 $ 1,457 $ 421 $ 1,036 (a) Primarily non-compete agreements, trade names and developed technology. |
Estimated Future Aggregate Amortization Expense | The estimated future aggregate amortization expense is as follows: For the Years Ending December 31, (In millions of dollars) Estimated Expense 2016 (excludes amortization through June 30, 2016) $ 66 2017 120 2018 117 2019 114 2020 95 Subsequent years 443 $ 955 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 . Identical Assets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions of dollars) 06/30/16 12/31/15 06/30/16 12/31/15 06/30/16 12/31/15 06/30/16 12/31/15 Assets: Financial instruments owned: Mutual funds (a) $ 133 $ 142 $ — $ — $ — $ — $ 133 $ 142 Money market funds (b) 43 140 — — — — 43 140 Total assets measured at fair value $ 176 $ 282 $ — $ — $ — $ — $ 176 $ 282 Fiduciary Assets: Money market funds $ 27 $ 48 $ — $ — $ — $ — $ 27 $ 48 Total fiduciary assets measured at fair value $ 27 $ 48 $ — $ — $ — $ — $ 27 $ 48 Liabilities: Contingent purchase consideration liability (c) $ — $ — $ — $ — $ 279 $ 309 $ 279 $ 309 Total liabilities measured at fair value $ — $ — $ — $ — $ 279 $ 309 $ 279 $ 309 (a) Included in other assets in the consolidated balance sheets. (b) Included in cash and cash equivalents in the consolidated balance sheets. (c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. |
Changes in Fair Value of Level 3 Liabilities Representing Acquisition Related Contingent Consideration | The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of June 30, 2016 and 2015 that represent contingent consideration related to acquisitions: (In millions of dollars) 2016 2015 Balance at January 1, $ 309 $ 207 Additions 8 49 Payments (50 ) (33 ) Revaluation Impact 18 21 Other (a) (6 ) — Balance at June 30, $ 279 $ 244 (a) Primarily reflects the impact of foreign exchange. |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Post-retirement For the Three Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 46 $ 50 $ — $ 1 Interest cost 138 146 1 2 Expected return on plan assets (242 ) (243 ) — — Amortization of prior service (credit) cost (1 ) — 1 1 Recognized actuarial loss (gain) 42 78 — (1 ) Net periodic benefit (credit) cost $ (17 ) $ 31 $ 2 $ 3 Curtailment gain (5 ) — — — Settlement loss 1 — — — Total (credit) cost $ (21 ) $ 31 $ 2 $ 3 Combined U.S. and significant non-U.S. Plans Pension Post-retirement For the Six Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 90 $ 102 $ — $ 2 Interest cost 275 292 3 4 Expected return on plan assets (483 ) (486 ) — — Amortization of prior service (credit) cost (1 ) — 2 1 Recognized actuarial loss (gain) 84 154 (1 ) (1 ) Net periodic benefit (credit) cost $ (35 ) $ 62 $ 4 $ 6 Curtailment gain (5 ) — — — Settlement loss 1 — — — Plan termination — — — (128 ) Total (credit) cost $ (39 ) $ 62 $ 4 $ (122 ) U.S. Plans only Pension Post-retirement For the Three Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 27 $ 29 $ — $ — Interest cost 66 63 — 1 Expected return on plan assets (95 ) (92 ) — — Amortization of prior service cost — — 1 1 Recognized actuarial loss (gain) 18 46 — (1 ) Net periodic benefit cost $ 16 $ 46 $ 1 $ 1 Plan termination — — — — Total cost $ 16 $ 46 $ 1 $ 1 U.S. Plans only Pension Post-retirement For the Six Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 53 $ 59 $ — $ 1 Interest cost 132 125 1 2 Expected return on plan assets (190 ) (184 ) — — Amortization of prior service cost — — 2 1 Recognized actuarial loss (gain) 36 91 (1 ) (1 ) Net periodic benefit cost $ 31 $ 91 $ 2 $ 3 Plan termination — — — (128 ) Total cost (credit) $ 31 $ 91 $ 2 $ (125 ) Significant non-U.S. Plans only Pension Post-retirement For the Three Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 19 $ 21 $ — $ 1 Interest cost 72 83 1 1 Expected return on plan assets (147 ) (151 ) — — Amortization of prior service credit (1 ) — — — Recognized actuarial loss 24 32 — — Net periodic benefit (credit) cost $ (33 ) $ (15 ) $ 1 $ 2 Curtailment (gain) (5 ) — — — Settlement loss 1 — — — Total (credit) cost $ (37 ) $ (15 ) $ 1 $ 2 Significant non-U.S. Plans only Pension Post-retirement For the Six Months Ended June 30, Benefits Benefits (In millions of dollars) 2016 2015 2016 2015 Service cost $ 37 $ 43 $ — $ 1 Interest cost 143 167 2 2 Expected return on plan assets (293 ) (302 ) — — Amortization of prior service credit (1 ) — — — Recognized actuarial loss 48 63 — — Net periodic benefit (credit) cost $ (66 ) $ (29 ) $ 2 $ 3 Curtailment gain (5 ) — — — Settlement loss 1 — — — Total (credit) cost $ (70 ) $ (29 ) $ 2 $ 3 |
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 Benefits Post-retirement Benefits June 30, 2016 2015 2016 2015 Weighted average assumptions: Expected return on plan assets 7.07 % 7.25 % — — Discount rate 4.11 % 3.79 % 4.12 % 4.08 % Rate of compensation increase 2.44 % 2.42 % — — |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company’s outstanding debt is as follows: (In millions of dollars) June 30, December 31, Short-term: Current portion of long-term debt $ 261 $ 12 Long-term: Senior notes – 2.30% due 2017 250 249 Senior notes – 2.55% due 2018 249 249 Senior notes – 2.35% due 2019 298 298 Senior notes – 2.35% due 2020 497 496 Senior notes – 4.80% due 2021 498 497 Senior notes – 3.30% due 2023 347 — Senior notes – 4.05% due 2023 248 248 Senior notes – 3.50% due 2024 595 595 Senior notes – 3.50% due 2025 495 495 Senior notes – 3.750% due 2026 595 595 Senior notes – 5.875% due 2033 297 297 Mortgage – 5.70% due 2035 387 393 Other 1 2 4,757 4,414 Less current portion 261 12 $ 4,496 $ 4,402 |
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. June 30, 2016 December 31, 2015 (In millions of dollars) Carrying Amount Fair Value Carrying Amount Fair Value Short-term debt $ 261 $ 264 $ 12 $ 12 Long-term debt $ 4,496 $ 4,755 $ 4,402 $ 4,513 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Details of the restructuring activity from January 1, 2015 through June 30, 2016 , which includes liabilities from actions prior to 2016 , are as follows: (In millions of dollars) Liability at 1/1/15 Amounts Accrued Cash Paid Other Liability at 12/31/15 Amounts Accrued Cash Paid Other Liability at 6/30/16 Severance $ 7 $ 17 $ (7 ) $ (2 ) $ 15 $ 4 $ (12 ) $ — $ 7 Future rent under non-cancelable leases and other costs 85 11 (21 ) 3 78 4 (10 ) (2 ) 70 Total $ 92 $ 28 $ (28 ) $ 1 $ 93 $ 8 $ (22 ) $ (2 ) $ 77 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Selected Information And Details For MMC's Operating Segments | Selected information about the Company’s operating segments for the three and six month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended Six Months Ended (In millions of dollars) Revenue Operating Income (Loss) Revenue Operating Income (Loss) 2016– Risk and Insurance Services $ 1,850 (a) $ 490 $ 3,718 (c) $ 1,025 Consulting 1,539 (b) 285 3,017 (d) 530 Total Operating Segments 3,389 775 6,735 1,555 Corporate / Eliminations (13 ) (49 ) (23 ) (96 ) Total Consolidated $ 3,376 $ 726 $ 6,712 $ 1,459 2015– Risk and Insurance Services $ 1,750 (a) $ 427 $ 3,553 (c) $ 960 Consulting 1,487 (b) 248 2,908 (d) 496 Total Operating Segments 3,237 675 6,461 1,456 Corporate / Eliminations (12 ) (46 ) (21 ) (92 ) Total Consolidated $ 3,225 $ 629 $ 6,440 $ 1,364 (a) Includes inter-segment revenue of $3 million and $4 million in 2016 and 2015 , respectively, interest income on fiduciary funds of $6 million and $5 million in 2016 and 2015 , respectively, and equity method income of $6 million in 2016 and $0 million in 2015 , respectively. (b) Includes inter-segment revenue of $10 million and $8 million in 2016 and 2015 , respectively, interest income on fiduciary funds of less than $1 million and $1 million in 2016 and 2015 , respectively, and equity method income of $5 million in both 2016 and 2015 . (c) Includes inter-segment revenue of $4 million in 2016 and $5 million in 2015 , interest income on fiduciary funds of $12 million and $10 million in 2016 and 2015 , respectively, and equity method income of $7 million and $2 million in 2016 and 2015 , respectively. (d) Includes inter-segment revenue of $19 million and $16 million in 2016 and 2015 , respectively, interest income on fiduciary funds of $1 million and $2 million in 2016 and 2015 , respectively, and equity method income of $9 million and $8 million in 2016 and 2015 , respectively. |
Details of Operating Segment Revenue | Details of operating segment revenue for the three and six month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended Six Months Ended (In millions of dollars) 2016 2015 2016 2015 Risk and Insurance Services Marsh $ 1,564 $ 1,474 $ 3,057 $ 2,908 Guy Carpenter 286 276 661 645 Total Risk and Insurance Services 1,850 1,750 3,718 3,553 Consulting Mercer 1,079 1,046 2,118 2,083 Oliver Wyman Group 460 441 899 825 Total Consulting 1,539 1,487 3,017 2,908 Total Operating Segments 3,389 3,237 6,735 6,461 Corporate / Eliminations (13 ) (12 ) (23 ) (21 ) Total $ 3,376 $ 3,225 $ 6,712 $ 6,440 |
New Accounting Guidance (Tables
New Accounting Guidance (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of this change on the Company's prior year's Consolidated Statements of Cash Flows is shown in the table below. Period Ended June 30, 2015 As Previously Reported Change in Deferred Tax Presentation Change in Prepaid Debt Fees Presentation As Amended Consolidated Statement of Cash Flows Changes in assets and liabilities: Other current assets $ 39 $ (46 ) $ 1 $ (6 ) Other assets (62 ) 42 5 (15 ) Accrued income taxes 31 6 — 37 Other liabilities (57 ) (2 ) — (59 ) Net cash provided by operations 106 — 6 112 Proceeds from debt 500 — (6 ) 494 Net cash used for financing activities $ (488 ) $ — $ (6 ) $ (494 ) |
Nature of Operations (Details)
Nature of Operations (Details) $ in Billions | 6 Months Ended |
Jun. 30, 2016USD ($)segmentbusiness_group | |
Segment Reporting Information [Line Items] | |
Number of business segments | segment | 2 |
Consulting Segment | |
Segment Reporting Information [Line Items] | |
Number of business groups | business_group | 2 |
Mercer Consulting Group | |
Segment Reporting Information [Line Items] | |
Assets under management | $ | $ 146 |
Principles of Consolidation A40
Principles of Consolidation And Other Matters (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Operating funds related to regulatory requirements or as collateral under captive insurance arrangements | $ 188,000,000 | $ 188,000,000 | |||
Equity method investments lag period | 3 months | ||||
Investment income (loss) | $ 1,000,000 | $ 3,000,000 | $ (2,000,000) | $ 5,000,000 | |
Effective tax rate | 29.50% | 27.90% | 29.00% | 28.60% | |
Unrecognized tax benefits | $ 70,000,000 | $ 70,000,000 | $ 74,000,000 | ||
Minimum | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Reasonably possible decrease in unrecognized tax benefits | 0 | 0 | |||
Maximum | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Reasonably possible decrease in unrecognized tax benefits | $ 7,000,000 | $ 7,000,000 |
Fiduciary Assets and Liabilit41
Fiduciary Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fiduciary Assets and Liabilities [Line Items] | |||||
Interest on fiduciary funds (less than) | $ 6 | $ 5 | $ 12 | $ 10 | |
Net uncollected premiums and claims receivable and payable | 7,800 | 7,800 | $ 6,900 | ||
Consulting Segment | |||||
Fiduciary Assets and Liabilities [Line Items] | |||||
Interest on fiduciary funds (less than) | $ 1 | $ 1 | $ 1 | $ 2 |
Per Share Data (Basic and Dilut
Per Share Data (Basic and Diluted EPS Calculation Continuing Operations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income from continuing operations | $ 480 | $ 429 | $ 970 | $ 927 |
Less: Net income attributable to non-controlling interests | 8 | 10 | 17 | 23 |
Net income attributable to the Company | $ 472 | $ 419 | $ 953 | $ 904 |
Basic weighted average common shares outstanding (in shares) | 521 | 535 | 521 | 537 |
Dilutive effect of potentially issuable common shares (in shares) | 4 | 6 | 5 | 6 |
Diluted weighted average common shares outstanding (in shares) | 525 | 541 | 526 | 543 |
Average stock price used to calculate common stock equivalents (in dollars per share) | $ 64.17 | $ 57.75 | $ 60.01 | $ 57.06 |
Stock options outstanding (in shares) | 13.9 | 16.2 | 13.9 | 16.2 |
Supplemental Disclosures to t43
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Additional Information Concerning Acquisitions, Interest And Income Taxes Paid) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Assets acquired, excluding cash | $ 107 | $ 338 |
Liabilities assumed | (4) | (12) |
Contingent/deferred purchase consideration | (26) | (95) |
Net cash outflow for current year acquisitions | 77 | 231 |
Cash paid into escrow for future acquisition | 0 | 29 |
Net cash outflow for acquisitions | 77 | 260 |
Interest paid | 86 | 69 |
Income taxes paid, net of refunds | $ 303 | $ 223 |
Supplemental Disclosures to t44
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Deferred and contingent consideration from prior years acquisition | $ 63 | $ 39 |
Contingent consideration from prior year's acquisitions | 24 | 11 |
Net charge for adjustments related to acquisition related accounts | 18 | 21 |
Payment of contingent consideration | 26 | 21 |
Non-cash issuance of common stock | 70 | 67 |
Stock-based compensation expense, equity awards | 43 | 33 |
Prior Fiscal Periods Acquisitions | ||
Deferred purchase consideration from prior years' acquisitions | 39 | 28 |
Contingent consideration from prior year's acquisitions | $ 50 | 33 |
Putnam | ||
Reduction of net cash flow for operations by discontinued operations | $ 82 |
Other Comprehensive Income (L45
Other Comprehensive Income (Loss) (Schedule of Components of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Other comprehensive income (loss) before reclassifications | $ 117 | |||
Amounts reclassified from accumulated other comprehensive income | 50 | |||
Other comprehensive (loss) income, net of tax | $ (204) | 167 | $ (81) | $ (76) |
Balance, ending of period | (3,923) | (3,923) | ||
Unrealized Investment Gains | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | 6 | 5 | 6 | 5 |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | 0 | 0 | 0 | 0 |
Balance, ending of period | 6 | 5 | 6 | 5 |
Pension/Postretirement Plans Gains (Losses) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | (3,014) | (3,213) | (3,124) | (3,393) |
Other comprehensive income (loss) before reclassifications | 98 | (126) | 178 | 2 |
Amounts reclassified from accumulated other comprehensive income | 31 | 50 | 61 | 102 |
Other comprehensive (loss) income, net of tax | 129 | (76) | 239 | 104 |
Balance, ending of period | (2,885) | (3,289) | (2,885) | (3,289) |
Foreign Currency Translation Adjustments | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | (1,089) | (882) | (1,102) | (459) |
Other comprehensive income (loss) before reclassifications | (333) | 243 | (320) | (180) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | (333) | 243 | (320) | (180) |
Balance, ending of period | (1,422) | (639) | (1,422) | (639) |
AOCI Attributable to Parent | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance, beginning of period | (4,097) | (4,090) | (4,220) | (3,847) |
Other comprehensive income (loss) before reclassifications | (235) | (142) | (178) | |
Amounts reclassified from accumulated other comprehensive income | 31 | 61 | 102 | |
Other comprehensive (loss) income, net of tax | (204) | (81) | (76) | |
Balance, ending of period | $ (4,301) | $ (3,923) | $ (4,301) | $ (3,923) |
Other Comprehensive Income (L46
Other Comprehensive Income (Loss) (Schedule Of Components Of Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Equity [Abstract] | |||||
Foreign currency translation adjustments, Pre-Tax | $ (334) | $ 246 | $ (321) | $ (180) | |
Foreign currency translation adjustments, Tax | (1) | 3 | (1) | 0 | |
Foreign currency translation adjustments, Net of Tax | (333) | 243 | (320) | (180) | |
Pension/post-retirement plans: | |||||
Prior services losses (gains), Pre-Tax | [1] | 1 | 0 | ||
Prior service losses (gains), Tax | [1] | 0 | 0 | ||
Prior Service losses (gains), Net of Tax | [1] | 1 | 0 | ||
Net actuarial loss, Pre-Tax | [1] | 43 | 76 | 84 | 153 |
Net actuarial loss, Tax | [1] | 12 | 26 | 24 | 51 |
Net actuarial loss, Net of Tax | [1] | 31 | 50 | 60 | 102 |
Subtotal, Pre-Tax | 43 | 76 | 85 | 153 | |
Subtotal, Tax | 12 | 26 | 24 | 51 | |
Subtotal, Net of Tax | 31 | 50 | 61 | 102 | |
Effect of remeasurement, Pre-tax | 0 | 1 | (1) | (3) | |
Effect of remeasurement, Tax | 0 | 0 | 0 | (1) | |
Effect of remeasurement, Net of Tax | 0 | 1 | (1) | (2) | |
Effect of curtailment, Pre-Tax | 3 | 0 | 3 | 0 | |
Effect of curtailment, Tax | 1 | 0 | 1 | 0 | |
Effect of curtailment, Net of Tax | 2 | 0 | 2 | 0 | |
Effect of settlement, Pre-tax | 0 | 1 | 1 | 1 | |
Effect of settlement, Tax | 0 | 0 | 0 | 0 | |
Effect of settlement, Net of Tax | 0 | 1 | 1 | 1 | |
Plan Termination, Pre-Tax | 0 | (6) | |||
Plan Termination, Tax | 0 | (2) | |||
Plan Termination, Net of Tax | 0 | (4) | |||
Foreign currency translation adjustment, Pre-Tax | 116 | (161) | 213 | 8 | |
Foreign currency translation adjustment, Tax | 21 | (33) | 37 | 1 | |
Foreign currency translation adjustment, Net of Tax | 95 | (128) | 176 | 7 | |
Other, Pre-Tax | 1 | 0 | |||
Other, Tax | 0 | 0 | |||
Other, Net of Tax | 1 | 0 | |||
Pension/post-retirement plans losses (gains), Pre-Tax | 163 | (83) | 301 | 153 | |
Pension/post-retirement plans losses (gains), Tax | 34 | (7) | 62 | 49 | |
Pension/post-retirement plans losses (gains), Net of Tax | 129 | (76) | 239 | 104 | |
Other comprehensive (loss) income, before tax | (171) | 163 | (20) | (27) | |
Other comprehensive income (loss), Tax | 33 | (4) | 61 | 49 | |
Other comprehensive (loss) income, net of tax | $ (204) | $ 167 | $ (81) | $ (76) | |
[1] | 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) (Detai
Acquisitions (Narrative) (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016USD ($)acquisition | Jun. 30, 2015USD ($) | Dec. 31, 2015acquisition | |
Business Acquisition [Line Items] | |||
Total consideration | $ 105 | $ 331 | |
Cash | 79 | 236 | |
Estimated fair value of deferred/contingent consideration | 26 | 95 | |
Contingent consideration from prior year's acquisitions | 24 | 11 | |
Purchases of other intangible assets | 3 | ||
Current Fiscal Period Acquisitions | |||
Business Acquisition [Line Items] | |||
Total consideration | 105 | ||
Cash | 79 | ||
Estimated fair value of deferred/contingent consideration | 26 | ||
Revenue related to acquisitions | 9 | ||
Operating income related to acquisitions | 2 | ||
Prior Fiscal Periods Acquisitions | |||
Business Acquisition [Line Items] | |||
Deferred purchase consideration from prior years' acquisitions | 39 | 28 | |
Contingent consideration from prior year's acquisitions | $ 50 | $ 33 | |
Risk and Insurance Services Segment | |||
Business Acquisition [Line Items] | |||
Number of acquisitions made (in acquisitions) | acquisition | 3 | 13 | |
Consulting Segment | |||
Business Acquisition [Line Items] | |||
Number of acquisitions made (in acquisitions) | acquisition | 2 | 8 | |
Minimum | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 2 years | ||
Minimum | Current Fiscal Period Acquisitions | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 3 years | 2 years | |
Maximum | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 4 years | ||
Maximum | Current Fiscal Period Acquisitions | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 4 years |
Acquisitions (Acquired Finite-L
Acquisitions (Acquired Finite-Lived Intangible Assets) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 43 |
Customer Lists | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 41 |
Finite-lived intangible assets, remaining amortization period | 10 years |
Other Intangible Assets | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 2 |
Finite-lived intangible assets, remaining amortization period | 3 years |
Acquisitions (Allocation Of Acq
Acquisitions (Allocation Of Acquisition Costs) (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Cash | $ 79 | $ 236 | ||
Estimated fair value of deferred/contingent consideration | 26 | 95 | ||
Total Consideration | 105 | 331 | ||
Allocation of purchase price: | ||||
Goodwill | 7,945 | $ 7,381 | $ 7,889 | $ 7,241 |
Current Fiscal Period Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash | 79 | |||
Estimated fair value of deferred/contingent consideration | 26 | |||
Total Consideration | 105 | |||
Allocation of purchase price: | ||||
Cash and cash equivalents | 2 | |||
Accounts receivable, net | 1 | |||
Property, plant, and equipment | 1 | |||
Other intangible assets | 43 | |||
Goodwill | 62 | |||
Total assets acquired | 109 | |||
Current liabilities | 2 | |||
Other liabilities | 2 | |||
Total liabilities assumed | 4 | |||
Net assets acquired | $ 105 |
Acquisitions (Pro-Forma Informa
Acquisitions (Pro-Forma Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||||
Revenue | $ 3,376 | $ 3,328 | $ 6,721 | $ 6,658 |
Income from continuing operations | 480 | 441 | 973 | 949 |
Net income attributable to the Company | $ 472 | $ 431 | $ 955 | $ 922 |
Basic net income per share: | ||||
Basic net income per share - Continuing operations (in dollars per share) | $ 0.91 | $ 0.80 | $ 1.83 | $ 1.72 |
Basic net income per share - Net income attributable to the Company (in dollars per share) | 0.91 | 0.81 | 1.83 | 1.72 |
Diluted net income per share: | ||||
Diluted net income per share - Continuing operations (in dollars per share) | 0.90 | 0.80 | 1.82 | 1.70 |
Diluted net income per share - Net income attributable to the Company (in dollars per share) | $ 0.90 | $ 0.80 | $ 1.82 | $ 1.70 |
Goodwill and Other Intangible51
Goodwill and Other Intangibles (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 7,945 | $ 7,381 | $ 7,889 | $ 7,241 |
Aggregate amortization expense | 67 | $ 48 | ||
Risk and Insurance Services Segment | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 5,600 | |||
Consulting Segment | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 2,300 |
Goodwill and Other Intangible52
Goodwill and Other Intangibles (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Goodwill [Roll Forward] | |||
Balance as of January 1, as reported | $ 7,889 | $ 7,241 | |
Goodwill acquired | 62 | 188 | |
Other adjustments | [1] | (6) | (48) |
Balance at June 30, | $ 7,945 | $ 7,381 | |
[1] | Primarily reflects the impact of foreign exchange in each period. |
Goodwill and Other Intangible53
Goodwill and Other Intangibles (Amortized Intangible Assets) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 1,379 | $ 1,457 |
Accumulated Amortization | 424 | 421 |
Net Carrying Amount | 955 | 1,036 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 150 | 176 |
Accumulated Amortization | 65 | 74 |
Net Carrying Amount | 85 | 102 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 1,229 | 1,281 |
Accumulated Amortization | 359 | 347 |
Net Carrying Amount | $ 870 | $ 934 |
Goodwill And Other Intangible54
Goodwill And Other Intangibles (Estimated Future Aggregate Amortization Expense) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 (excludes amortization through June 30, 2016) | $ 66 | |
2,017 | 120 | |
2,018 | 117 | |
2,019 | 114 | |
2,020 | 95 | |
Subsequent years | 443 | |
Net Carrying Amount | $ 955 | $ 1,036 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended | |||||||
Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016ZAR / shares | May 31, 2016ZAR / shares | Jan. 31, 2016ZAR / shares | Dec. 31, 2015USD ($) | Dec. 31, 2015ZAR / shares | Feb. 24, 2015USD ($) | Dec. 31, 2014ZAR / shares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Adjustments to acquisition related contingent consideration liability | $ 18 | |||||||
Increase in fair value of contingent consideration due to 5% increase in projections | 26 | |||||||
Decrease in fair value of contingent consideration due to 5% decrease in projections | 45 | |||||||
Carrying value of investment | 377 | $ 347 | ||||||
Gain on deconsolidation of subsidiary | $ 12 | |||||||
Minimum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Revenue target period (in years) | 2 years | |||||||
Maximum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Revenue target period (in years) | 4 years | |||||||
Private Equity Funds, Foreign | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Carrying value of investment | $ 81 | $ 76 | ||||||
Alexander Forbes Group Holdings Limited | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price | ZAR / shares | ZAR 6.50 | ZAR 7.50 | ||||||
Carrying value of investment | $ 235 | |||||||
Investment shares owned | shares | 443 | |||||||
Market value of investment | $ 190 | |||||||
Percentage of ownership in equity investment | 33.00% | |||||||
Alexander Forbes Group Holdings Limited | Minimum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price | ZAR / shares | ZAR 4.61 | ZAR 5.32 | ||||||
Alexander Forbes Group Holdings Limited | Maximum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price | ZAR / shares | ZAR 7.63 | ZAR 7.16 | ZAR 10.38 | |||||
Marsh India Insurance Brokers Limited | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Percentage of ownership in equity investment | 26.00% | |||||||
Local shareholders, ownership percentage | 74.00% | |||||||
Mercer Consulting Group | Benefitfocus | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Market value of investment | $ 107 | |||||||
Percentage of business interest acquired | 9.90% | |||||||
Total Consideration | $ 75 | |||||||
Money Market Funds | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price | $ / shares | $ 1 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | |
Financial instruments owned: | |||
Total assets measured at fair value | $ 176 | $ 282 | |
Fiduciary Assets: | |||
Fiduciary assets | 27 | 48 | |
Liabilities: | |||
Total liabilities measured at fair value | 279 | 309 | |
Identical Assets (Level 1) | |||
Financial instruments owned: | |||
Total assets measured at fair value | 176 | 282 | |
Fiduciary Assets: | |||
Fiduciary assets | 27 | 48 | |
Liabilities: | |||
Total liabilities measured at fair value | 0 | 0 | |
Observable Inputs (Level 2) | |||
Financial instruments owned: | |||
Total assets measured at fair value | 0 | 0 | |
Fiduciary Assets: | |||
Fiduciary assets | 0 | 0 | |
Liabilities: | |||
Total liabilities measured at fair value | 0 | 0 | |
Unobservable Inputs (Level 3) | |||
Financial instruments owned: | |||
Total assets measured at fair value | 0 | 0 | |
Fiduciary Assets: | |||
Fiduciary assets | 0 | 0 | |
Liabilities: | |||
Total liabilities measured at fair value | 279 | 309 | |
Money Market Funds | |||
Fiduciary Assets: | |||
Fiduciary assets | 27 | 48 | |
Money Market Funds | Identical Assets (Level 1) | |||
Fiduciary Assets: | |||
Fiduciary assets | 27 | 48 | |
Money Market Funds | Observable Inputs (Level 2) | |||
Fiduciary Assets: | |||
Fiduciary assets | 0 | 0 | |
Money Market Funds | Unobservable Inputs (Level 3) | |||
Fiduciary Assets: | |||
Fiduciary assets | 0 | 0 | |
Other Assets | |||
Financial instruments owned: | |||
Mutual funds | [1] | 133 | 142 |
Other Assets | Identical Assets (Level 1) | |||
Financial instruments owned: | |||
Mutual funds | [1] | 133 | 142 |
Other Assets | Observable Inputs (Level 2) | |||
Financial instruments owned: | |||
Mutual funds | [1] | 0 | 0 |
Other Assets | Unobservable Inputs (Level 3) | |||
Financial instruments owned: | |||
Mutual funds | [1] | 0 | 0 |
Cash and Cash Equivalents | |||
Financial instruments owned: | |||
Money market funds | [2] | 43 | 140 |
Cash and Cash Equivalents | Identical Assets (Level 1) | |||
Financial instruments owned: | |||
Money market funds | [2] | 43 | 140 |
Cash and Cash Equivalents | Observable Inputs (Level 2) | |||
Financial instruments owned: | |||
Money market funds | [2] | 0 | 0 |
Cash and Cash Equivalents | Unobservable Inputs (Level 3) | |||
Financial instruments owned: | |||
Money market funds | [2] | 0 | 0 |
Accounts Payable and Accrued Liabilities and Other Liabilities | |||
Liabilities: | |||
Contingent purchase consideration liability | [3] | 279 | 309 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Identical Assets (Level 1) | |||
Liabilities: | |||
Contingent purchase consideration liability | [3] | 0 | 0 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Observable Inputs (Level 2) | |||
Liabilities: | |||
Contingent purchase consideration liability | [3] | 0 | 0 |
Accounts Payable and Accrued Liabilities and Other Liabilities | Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Contingent purchase consideration liability | [3] | $ 279 | $ 309 |
[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 accounts payable and accrued liabilities and other liabilities 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) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Revaluation Impact | $ 18 | $ 21 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at January 1, | 309 | 207 |
Additions | 8 | 49 |
Payments | (50) | (33) |
Revaluation Impact | 18 | 21 |
Other | (6) | 0 |
Balance at June 30, | $ 279 | $ 244 |
Retirement Benefits (Narrative)
Retirement Benefits (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Contributions to U.S. non qualified and non-U.S. Pension Plan | $ 103 | ||||
Postretirement Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit credit | $ (2) | $ (3) | $ 125 | (4) | $ 122 |
Non-U.S. Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit credit | 37 | 15 | 70 | 29 | |
Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit credit | $ 21 | $ (31) | 39 | $ (62) | |
Expected contribution during remainder of 2016 | $ 114 | ||||
Unites States | Equity Funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target asset allocation U.S. Plan | 64.00% | ||||
Actual asset allocation percentage of equity | 62.00% | 62.00% | |||
Unites States | Fixed Income Funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target asset allocation U.S. Plan | 36.00% | ||||
Actual asset allocation percentage of equity | 38.00% | 38.00% | |||
United Kingdom | Equity Funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target asset allocation U.S. Plan | 48.00% | ||||
Actual asset allocation percentage of equity | 46.00% | 46.00% | |||
United Kingdom | Fixed Income Funds | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Target asset allocation U.S. Plan | 52.00% | ||||
Actual asset allocation percentage of equity | 54.00% | 54.00% | |||
United Kingdom | Geographic Concentration Risk | Non-U.S. Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Concentration risk percentage | 83.00% |
Retirement Benefits (Schedule O
Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 46 | $ 50 | $ 90 | $ 102 | |
Interest cost | 138 | 146 | 275 | 292 | |
Expected return on plan assets | (242) | (243) | (483) | (486) | |
Amortization of prior service (credit) cost | (1) | 0 | (1) | 0 | |
Recognized actuarial loss (gain) | 42 | 78 | 84 | 154 | |
Net periodic benefit (credit) cost | (17) | 31 | (35) | 62 | |
Curtailment gain | (5) | 0 | (5) | 0 | |
Settlement loss | 1 | 0 | 1 | 0 | |
Plan termination | 0 | 0 | |||
Total (credit) cost | (21) | 31 | (39) | 62 | |
U.S. Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 27 | 29 | 53 | 59 | |
Interest cost | 66 | 63 | 132 | 125 | |
Expected return on plan assets | (95) | (92) | (190) | (184) | |
Amortization of prior service (credit) cost | 0 | 0 | 0 | 0 | |
Recognized actuarial loss (gain) | 18 | 46 | 36 | 91 | |
Net periodic benefit (credit) cost | 16 | 46 | 31 | 91 | |
Plan termination | 0 | 0 | 0 | 0 | |
Total (credit) cost | 16 | 46 | 31 | 91 | |
Non-U.S. Pension Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 19 | 21 | 37 | 43 | |
Interest cost | 72 | 83 | 143 | 167 | |
Expected return on plan assets | (147) | (151) | (293) | (302) | |
Amortization of prior service (credit) cost | (1) | 0 | (1) | 0 | |
Recognized actuarial loss (gain) | 24 | 32 | 48 | 63 | |
Net periodic benefit (credit) cost | (33) | (15) | (66) | (29) | |
Curtailment gain | (5) | 0 | (5) | 0 | |
Settlement loss | 1 | 0 | 1 | 0 | |
Total (credit) cost | (37) | (15) | (70) | (29) | |
Postretirement Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 1 | 0 | 2 | |
Interest cost | 1 | 2 | 3 | 4 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Amortization of prior service (credit) cost | 1 | 1 | 2 | 1 | |
Recognized actuarial loss (gain) | 0 | (1) | (1) | (1) | |
Net periodic benefit (credit) cost | 2 | 3 | 4 | 6 | |
Curtailment gain | 0 | 0 | 0 | 0 | |
Settlement loss | 0 | 0 | 0 | 0 | |
Plan termination | 0 | (128) | |||
Total (credit) cost | 2 | 3 | $ (125) | 4 | (122) |
U.S. Postretirement Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 0 | 0 | 1 | |
Interest cost | 0 | 1 | 1 | 2 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Amortization of prior service (credit) cost | 1 | 1 | 2 | 1 | |
Recognized actuarial loss (gain) | 0 | (1) | (1) | (1) | |
Net periodic benefit (credit) cost | 1 | 1 | 2 | 3 | |
Plan termination | 0 | 0 | 0 | (128) | |
Total (credit) cost | 1 | 1 | 2 | (125) | |
Foreign Postretirement Benefit Plan, Defined Benefit | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 1 | 0 | 1 | |
Interest cost | 1 | 1 | 2 | 2 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Amortization of prior service (credit) cost | 0 | 0 | 0 | 0 | |
Recognized actuarial loss (gain) | 0 | 0 | 0 | 0 | |
Net periodic benefit (credit) cost | 1 | 2 | 2 | 3 | |
Curtailment gain | 0 | 0 | 0 | 0 | |
Settlement loss | 0 | 0 | 0 | 0 | |
Total (credit) cost | $ 1 | $ 2 | $ 2 | $ 3 |
Retirement Benefits (Schedule60
Retirement Benefits (Schedule Of Defined Benefit Plan Weighted Average Assumption Used In Calculating Net Periodic Benefit Cost) (Details) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Pension Benefits | ||
Weighted average assumptions: | ||
Expected return on plan assets | 7.07% | 7.25% |
Discount rate | 4.11% | 3.79% |
Rate of compensation increase | 2.44% | 2.42% |
Postretirement Benefits | ||
Weighted average assumptions: | ||
Expected return on plan assets | 0.00% | 0.00% |
Discount rate | 4.12% | 4.08% |
Rate of compensation increase | 0.00% | 0.00% |
Debt (Schedule Of Outstanding D
Debt (Schedule Of Outstanding Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 |
Debt Instrument [Line Items] | |||||
Current portion of long-term debt | $ 261 | $ 12 | |||
Short-term debt | 261 | 12 | |||
Long-term debt, current and noncurrent | 4,757 | 4,414 | |||
Long-term debt | 4,496 | 4,402 | |||
2.30% Senior Debt Obligations Due 2017 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 250 | 249 | |||
Interest rate | 2.30% | ||||
2.55% Senior Debt Obligations Due 2018 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 249 | 249 | |||
Interest rate | 2.55% | ||||
2.35% Senior Debt Obligations Due 2019 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 298 | 298 | |||
Interest rate | 2.35% | ||||
2.35% Senior Debt Obligations Due 2020 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 497 | 496 | |||
Interest rate | 2.35% | 2.35% | |||
4.80% Senior Debt Obligations Due 2021 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 498 | 497 | |||
Interest rate | 4.80% | ||||
3.30% Senior Debt Obligations Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 347 | 0 | |||
Interest rate | 3.30% | 3.30% | |||
4.05% Senior Debt Obligations Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 248 | 248 | |||
Interest rate | 4.05% | ||||
3.50% Senior Debt Obligations Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 595 | 595 | |||
Interest rate | 3.50% | ||||
3.50% Senior Debt Obligations Due 2025 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 495 | 495 | |||
Interest rate | 3.50% | ||||
3.75% Senior Debt Obligations Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 595 | 595 | |||
Interest rate | 3.75% | 3.75% | |||
5.875% Senior Debt Obligations Due 2033 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 297 | 297 | |||
Interest rate | 5.875% | ||||
Mortgage Due 2035 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 387 | 393 | |||
Interest rate | 5.70% | ||||
Other | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, current and noncurrent | $ 1 | $ 2 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2012 | Jun. 30, 2016 | |
3.30% Senior Debt Obligations Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 350,000,000 | ||||
Interest rate | 3.30% | 3.30% | |||
Term of debt | 7 years | ||||
3.75% Senior Debt Obligations Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 600,000,000 | ||||
Interest rate | 3.75% | 3.75% | |||
Term of debt | 10 years 6 months | ||||
2.35% Senior Debt Obligations Due 2020 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 500,000,000 | ||||
Interest rate | 2.35% | 2.35% | |||
Term of debt | 5 years | ||||
Amended Revolving Credit Facility March 27, 2014 | |||||
Debt Instrument [Line Items] | |||||
Term of debt | 5 years | ||||
Debt facilities, maximum borrowing capacity | $ 1,500,000,000 | ||||
Revolving credit facility, amount outstanding | 0 | ||||
Term Loan Facility - due 2016 | |||||
Debt Instrument [Line Items] | |||||
Term of debt | 3 years | ||||
Debt facilities, maximum borrowing capacity | $ 50,000,000 | ||||
Line of Credit | Uncommitted Bank Credit Line | |||||
Debt Instrument [Line Items] | |||||
Debt facilities, maximum borrowing capacity | 150,000,000 | ||||
Borrowings under uncommited bank credit line | $ 0 |
Debt (Estimated Fair Value of S
Debt (Estimated Fair Value of Significant Financial Instruments) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term debt | $ 261 | $ 12 |
Long-term debt | 4,496 | 4,402 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term debt | 264 | 12 |
Long-term debt | $ 4,755 | $ 4,513 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Activities) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | $ 93 | $ 92 |
Amounts Accrued | 8 | 28 |
Cash Paid | (22) | (28) |
Other | (2) | 1 |
Liability at end of period | 77 | 93 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 15 | 7 |
Amounts Accrued | 4 | 17 |
Cash Paid | (12) | (7) |
Other | 0 | (2) |
Liability at end of period | 7 | 15 |
Future Rent Under Non-Cancelable Leases and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 78 | 85 |
Amounts Accrued | 4 | 11 |
Cash Paid | (10) | (21) |
Other | (2) | 3 |
Liability at end of period | 70 | $ 78 |
Operating Segments | Risk and Insurance Services Segment | Acquisition Related | ||
Restructuring Reserve [Roll Forward] | ||
Amounts Accrued | 3 | |
Operating Segments | Consulting Segment | Acquisition Related | ||
Restructuring Reserve [Roll Forward] | ||
Amounts Accrued | 1 | |
Corporate, Non-Segment | Acquisition Related | ||
Restructuring Reserve [Roll Forward] | ||
Amounts Accrued | $ 4 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | May 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||
Payments for repurchase of common stock | $ 410,000,000 | $ 775,000,000 | |
Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | 7,000,000 | 13,500,000 | |
Payments for repurchase of common stock | $ 425,000,000 | ||
Common stock repurchased, incurred but not yet paid (in shares) | 200,000 | ||
Payments for repurchase of common stock incurred but not yet paid | $ 15,000,000 | ||
Share repurchases program, authorized amount (up to) | $ 2,000,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 730,000,000 |
Claims, Lawsuits And Other Co66
Claims, Lawsuits And Other Contingencies (Details) £ in Millions | Jun. 30, 2016GBP (£) |
Other Contingencies-Guarantees | |
Loss Contingencies [Line Items] | |
Amount reinsured by third party (up to) | £ 40 |
Segment Information (Selected I
Segment Information (Selected Information And Details For MMC's Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 3,376 | $ 3,225 | $ 6,712 | $ 6,440 | ||||
Operating Income (Loss) | 726 | 629 | 1,459 | 1,364 | ||||
Interest on fiduciary funds (less than) | 6 | 5 | 12 | 10 | ||||
Consulting Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Interest on fiduciary funds (less than) | 1 | 1 | 1 | 2 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 3,389 | 3,237 | 6,735 | 6,461 | ||||
Operating Income (Loss) | 775 | 675 | 1,555 | 1,456 | ||||
Operating Segments | Risk and Insurance Services Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,850 | [1] | 1,750 | [1] | 3,718 | [2] | 3,553 | [2] |
Operating Income (Loss) | 490 | 427 | 1,025 | 960 | ||||
Interest on fiduciary funds (less than) | 6 | 5 | 12 | [2] | 10 | [2] | ||
Equity method income | 6 | 0 | 7 | [2] | 2 | [2] | ||
Operating Segments | Consulting Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,539 | [3] | 1,487 | [3] | 3,017 | [4] | 2,908 | [4] |
Operating Income (Loss) | 285 | 248 | 530 | 496 | ||||
Interest on fiduciary funds (less than) | 1 | 1 | 1 | 2 | ||||
Equity method income | 5 | 5 | 9 | [4] | 8 | |||
Corporate and Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | (13) | (12) | (23) | (21) | ||||
Operating Income (Loss) | $ (49) | $ (46) | $ (96) | $ (92) | ||||
[1] | Includes inter-segment revenue of $3 million and $4 million in 2016 and 2015, respectively, interest income on fiduciary funds of $6 million and $5 million in 2016 and 2015, respectively, and equity method income of $6 million in 2016 and $0 million in 2015, respectively. | |||||||
[2] | Includes inter-segment revenue of $4 million in 2016 and $5 million in 2015, interest income on fiduciary funds of $12 million and $10 million in 2016 and 2015, respectively, and equity method income of $7 million and $2 million in 2016 and 2015, respectively. | |||||||
[3] | Includes inter-segment revenue of $10 million and $8 million in 2016 and 2015, respectively, interest income on fiduciary funds of less than $1 million and $1 million in 2016 and 2015, respectively, and equity method income of $5 million in both 2016 and 2015. | |||||||
[4] | Includes inter-segment revenue of $19 million and $16 million in 2016 and 2015, respectively, interest income on fiduciary funds of $1 million and $2 million in 2016 and 2015, respectively, and equity method income of $9 million and $8 million in 2016 and 2015, respectively. |
Segment Information (Details of
Segment Information (Details of Operating Segment Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 3,376 | $ 3,225 | $ 6,712 | $ 6,440 | ||||
Intersegment Eliminations | Risk and Insurance Services Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 3 | 4 | 4 | [1] | 5 | [1] | ||
Intersegment Eliminations | Consulting Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 10 | 8 | 19 | 16 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 3,389 | 3,237 | 6,735 | 6,461 | ||||
Operating Segments | Risk and Insurance Services Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,850 | [2] | 1,750 | [2] | 3,718 | [1] | 3,553 | [1] |
Operating Segments | Risk and Insurance Services Segment | Marsh Insurance Group | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,564 | 1,474 | 3,057 | 2,908 | ||||
Operating Segments | Risk and Insurance Services Segment | Guy Carpenter Reinsurance Group | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 286 | 276 | 661 | 645 | ||||
Operating Segments | Consulting Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,539 | [3] | 1,487 | [3] | 3,017 | [4] | 2,908 | [4] |
Operating Segments | Consulting Segment | Mercer Consulting Group | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,079 | 1,046 | 2,118 | 2,083 | ||||
Operating Segments | Consulting Segment | Oliver Wyman Group Consulting Group | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 460 | 441 | 899 | 825 | ||||
Corporate and Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ (13) | $ (12) | $ (23) | $ (21) | ||||
[1] | Includes inter-segment revenue of $4 million in 2016 and $5 million in 2015, interest income on fiduciary funds of $12 million and $10 million in 2016 and 2015, respectively, and equity method income of $7 million and $2 million in 2016 and 2015, respectively. | |||||||
[2] | Includes inter-segment revenue of $3 million and $4 million in 2016 and 2015, respectively, interest income on fiduciary funds of $6 million and $5 million in 2016 and 2015, respectively, and equity method income of $6 million in 2016 and $0 million in 2015, respectively. | |||||||
[3] | Includes inter-segment revenue of $10 million and $8 million in 2016 and 2015, respectively, interest income on fiduciary funds of less than $1 million and $1 million in 2016 and 2015, respectively, and equity method income of $5 million in both 2016 and 2015. | |||||||
[4] | Includes inter-segment revenue of $19 million and $16 million in 2016 and 2015, respectively, interest income on fiduciary funds of $1 million and $2 million in 2016 and 2015, respectively, and equity method income of $9 million and $8 million in 2016 and 2015, respectively. |
New Accounting Guidance (Detail
New Accounting Guidance (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Consolidated Statement of Cash Flows | |||
Other current assets | $ (6) | $ (37) | $ (6) |
Other assets | (15) | ||
Accrued income taxes | 37 | ||
Other liabilities | (59) | ||
Net cash provided by operations | 112 | 229 | 112 |
Proceeds from debt | 494 | 347 | 494 |
Net cash used for financing activities | (494) | $ (376) | $ (494) |
Scenario, Previously Reported | |||
Consolidated Statement of Cash Flows | |||
Other current assets | 39 | ||
Other assets | (62) | ||
Accrued income taxes | 31 | ||
Other liabilities | (57) | ||
Net cash provided by operations | 106 | ||
Proceeds from debt | 500 | ||
Net cash used for financing activities | (488) | ||
Accounting Standards Update 2015-17 | Restatement Adjustment | |||
Consolidated Statement of Cash Flows | |||
Other current assets | (46) | ||
Other assets | 42 | ||
Accrued income taxes | 6 | ||
Other liabilities | (2) | ||
Net cash provided by operations | 0 | ||
Proceeds from debt | 0 | ||
Net cash used for financing activities | 0 | ||
Accounting Standards Update 2015-03 | Restatement Adjustment | |||
Consolidated Statement of Cash Flows | |||
Other current assets | 1 | ||
Other assets | 5 | ||
Accrued income taxes | 0 | ||
Other liabilities | 0 | ||
Net cash provided by operations | 6 | ||
Proceeds from debt | (6) | ||
Net cash used for financing activities | $ (6) |