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Acquisitions | 9 Months Ended
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Sep. 30, 2017
Business Combinations [Abstract] |
Acquisitions | Acquisitions The Company has continued its strategy to grow its businesses and build shareholder value through strategic acquisitions. The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated value of the net tangible assets purchased and the value of the identifiable intangible assets purchased, which typically consist of purchased customer lists, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Until final valuations are complete, any change in assumptions could affect the carrying value of tangible assets, goodwill and identifiable intangible assets. The Risk and Insurance Services segment completed seven acquisitions during the first nine months of 2017.
• | January – Marsh & McLennan Agency ("MMA") acquired J. Smith Lanier & Co. ("JSL"), a privately held insurance brokerage firm providing insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S.
• | February – MMA acquired iaConsulting Services, a Texas-based employee benefits consulting firm.
• | March – MMA acquired Blakestad, Inc., a Minnesota-based private client and commercial lines insurance agency, and RJF Financial Services, a Minnesota-based retirement advisory firm.
• | May – MMA acquired Insurance Partners of Texas, a Texas-based employee benefits consulting firm.
• | August – Marsh acquired International Catastrophe Insurance Managers, LLC, a Colorado-based property and casualty insurance agent, and MMA acquired Hendrick & Hendrick, Inc., a Texas-based insurance agency.
The Consulting segment completed one acquisition during the first nine months of 2017.
• | August – Mercer acquired Jaeson Associates, a Portugal-based talent management consulting organization.
Total purchase consideration for acquisitions made during the nine months ended September 30, 2017 was $734 million, which consisted of cash paid of $640 million and deferred purchase and estimated contingent consideration of $94 million. Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or EBITDA of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $47 million of deferred purchase consideration and $107 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 2017 based on their fair values:
For the Nine Months Ended September 30, 2017 |
(In millions) |
Cash | $ | 640 |
Estimated fair value of deferred/contingent consideration | 94 |
Total Consideration | $ | 734 |
Allocation of purchase price: |
Cash and cash equivalents | $ | 11 |
Accounts receivable, net | 17 |
Property, plant, and equipment | 7 |
Other intangible assets | 293 |
Goodwill | 533 |
Other assets | 2 |
Total assets acquired | 863 |
Current liabilities | 21 |
Other liabilities | 108 |
Total liabilities assumed | 129 |
Net assets acquired | $ | 734 |
The following chart provides information about other intangible assets acquired during 2017:
|  | Amount |  | Weighted Average Amortization Period
Client relationships |  | $ | 252 |  |  | 12 years
Other |  | 41 |  |  | 5 years
|  | $ | 293 |  |  |
Prior-Year Acquisitions The Risk and Insurance Services segment completed nine acquisitions during 2016.
• | February – MMA acquired The Celedinas Agency, Inc., a Florida-based brokerage firm, providing property, casualty and marine insurance, as well as employee benefits services, 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.
• | August – MMA acquired Benefits Advisory Group LLC, an Atlanta-based employee benefits consulting firm.
• | September – MMA acquired Vero Insurance, Inc., a Florida-based agency specializing in private client insurance services.
• | November – MMA acquired Benefits Resource Group Agency, LLC, an Ohio-based benefits consulting firm and Presidio Benefits Group, Inc., a California-based employee benefits consulting firm.
• | December – Marsh acquired AD Corretora, a multi-line broker located in Brazil, and Bluefin Insurance Group, Ltd, a U.K.-based insurance brokerage.
The Consulting segment completed six acquisitions during 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 assists clients to manage and meet their compliance and risk management obligations.
• | December – Oliver Wyman acquired LShift Limited, a software development company, and Mercer acquired Sirota Consulting LLC, a global provider of employee benefit solutions; Pillar Administration, a superannuation provider located in Australia; and Thomsons Online Benefits, a U.K.-based global benefits software business.
Total purchase consideration for acquisitions made during the first nine months of 2016 was $119 million, which consisted of cash paid of $90 million and deferred purchase and estimated contingent consideration of $29 million. Contingent consideration arrangements are primarily based on EBITDA or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or 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 nine months of 2016, the Company also paid $53 million of deferred purchase consideration and $85 million of contingent consideration related to acquisitions made in prior years. Pro-Forma Information The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2017 and 2016. 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, 2016 and reflects acquisitions made in 2016 as if they occurred on January 1, 2015. 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 September 30, |  | Nine Months Ended September 30,
(In millions, except per share figures) | 2017 |  |  | 2016 |  |  | 2017 |  |  | 2016 |
Revenue | $ | 3,349 |  |  | $ | 3,256 |  |  | $ | 10,416 |  |  | $ | 10,232 |
Net income attributable to the Company | $ | 392 |  |  | $ | 372 |  |  | $ | 1,466 |  |  | $ | 1,320 |
Basic net income per share attributable to the Company | $ | 0.77 |  |  | $ | 0.72 |  |  | $ | 2.85 |  |  | $ | 2.54 |
Diluted net income per share attributable to the Company | $ | 0.76 |  |  | $ | 0.71 |  |  | $ | 2.82 |  |  | $ | 2.52 |
The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the three and nine-month periods ended September 30, 2017 include approximately $40 million and $103 million of revenue, respectively, and an operating loss of $1 million and operating income of $16 million, respectively, related to acquisitions made in 2017.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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