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Acquisitions and Dispositions | 9 Months Ended
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Sep. 30, 2018
Business Combinations [Abstract] |
Acquisitions and Dispositions | Acquisitions and Dispositions The Company's strategy includes growing its businesses and building 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 values of the net tangible assets and the identifiable intangible assets purchased, which typically consist of customer lists, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Refinement and completion of final valuation of net assets acquired could affect the carrying value of tangible assets, goodwill and identifiable intangible assets. The Risk and Insurance Services segment completed eight acquisitions during the first nine months of 2018.
• | February – MMA acquired Highsmith Insurance Agency, a North Carolina-based independent insurance brokerage firm.
• | March – Marsh acquired Hoken Soken, Inc., a Japan-based insurance agency.
• | May – Marsh acquired Mountlodge Limited, a Scotland-based independent insurance broker and Lorant Martínez Salas y Compañía Agente de Seguros y de Fianzas, S.A. de C.V., a Mexico-based multi-line insurance broker.
• | June – MMA acquired Bleakley Insurance Services, a California-based provider of employee benefits solutions; Klein Agency, Inc., a Minnesota-based surety and property/casualty agency; and Insurance Associates, Inc., a Maryland-based independent insurance agency.
• | August – Marsh acquired John L. Wortham & Son, L.P., a Houston-based independent insurance broker.
The Consulting segment completed five acquisitions during the first nine months of 2018.
• | January – Oliver Wyman acquired Draw Ltd., a U.K.-based digital transformation agency.
• | March – Oliver Wyman acquired 8Works Limited, a U.K.-based design thinking consultancy.
• | May – Mercer acquired EverBe SAS, a France-based Workday implementer and advisory firm; and Evolve Intelligence Pty Ltd., an Australia-based talent strategy firm.
• | June – Mercer acquired India Life Capital Private Ltd., an India-based investment advisor.
Total purchase consideration for acquisitions made during the nine months ended September 30, 2018 was $661 million, which consisted of cash paid of $553 million and deferred purchase and estimated contingent consideration of $108 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 $59 million of deferred purchase consideration and $76 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 2018 based on their fair values:
For the Nine Months Ended September 30, 2018 |
(In millions) |
Cash | $ | 553 |
Estimated fair value of deferred/contingent consideration | 108 |
Total consideration | $ | 661 |
Allocation of purchase price: |
Cash and cash equivalents | $ | 17 |
Accounts receivable, net | 25 |
Property, plant, and equipment | 6 |
Other intangible assets | 232 |
Goodwill | 410 |
Other assets | 6 |
Total assets acquired | 696 |
Current liabilities | 17 |
Other liabilities | 18 |
Total liabilities assumed | 35 |
Net assets acquired | $ | 661 |
Other intangible assets acquired are based on initial estimates and subject to change based on final valuations during the measurement period post acquisition date. The following chart provides information about other intangible assets acquired during 2018:
|  | Amount |  | Weighted Average Amortization Period
Client relationships |  | $ | 215 |  |  | 11 years
Other |  | 17 |  |  | 4 years
|  | $ | 232 |  |  |
Prior-Year Acquisitions The Risk and Insurance Services segment completed seven acquisitions during 2017.
• | January – 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, 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 managing general agent providing property catastrophe insurance to business and homeowners, and MMA acquired Hendrick & Hendrick, Inc., a Texas-based insurance agency.
The Consulting segment completed three acquisitions during 2017.
• | August – Mercer acquired Jaeson Associates, a Portugal-based talent management consulting organization.
• | December – Mercer acquired Promerit AG, a Germany-based consultancy specializing in HR digitalization and business and HR transformation and BFC Asset Management Co., Ltd., a Japan-based independently owned asset manager, focused on alternative investment strategies.
Total purchase consideration for acquisitions made during the first nine months of 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 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 2017, the Company also paid $47 million of deferred purchase consideration and $107 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 2018 and 2017. 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, 2017 and reflects acquisitions made in 2017 as if they occurred on January 1, 2016. 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) | 2018 |  |  | 2017 |  |  | 2018 |  |  | 2017 |
Revenue | $ | 3,514 |  |  | $ | 3,408 |  |  | $ | 11,350 |  |  | $ | 10,569 |
Net income attributable to the Company | $ | 275 |  |  | $ | 392 |  |  | $ | 1,502 |  |  | $ | 1,465 |
Basic net income per share attributable to the Company | $ | 0.55 |  |  | $ | 0.77 |  |  | $ | 2.97 |  |  | $ | 2.85 |
Diluted net income per share attributable to the Company | $ | 0.54 |  |  | $ | 0.76 |  |  | $ | 2.93 |  |  | $ | 2.82 |
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, 2018 include approximately $36 million and $50 million of revenue, respectively, and an operating loss of $5 million and $7 million, respectively, for acquisitions made in 2018. The consolidated statements of income for the three and nine month periods ended September 30, 2017 included $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. Pending Acquisition On September 18, 2018, the Company announced that it had reached agreement on the terms of a recommended cash acquisition of Jardine Lloyd Thompson Group plc, a public company organized under the laws of England and Wales ("JLT") (the "Transaction"). JLT is a provider of insurance, reinsurance and employee benefits related advice, brokerage and associated services with annual revenue of approximately $2 billion and 10,000 colleagues. Under the terms of the Transaction, JLT shareholders will receive £19.15 in cash for each JLT share, which values JLT’s existing issued and to be issued share capital at approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1). The Company intends to implement the Transaction by way of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended. The Transaction will be subject to conditions and certain further terms, including, among others, (i) the approval by a majority in number of JLT shareholders voting on the Transaction who also represent not less than 75% in value of those JLT shareholders, (ii) the sanction of the Transaction by the High Court of Justice in England and Wales, (iii) completion of the Transaction no later than December 31, 2019 and (iv) the receipt of certain antitrust, regulatory and other approvals. Subject to the satisfaction or waiver of all relevant conditions, the Transaction is expected to be completed in the spring of 2019. Financing and hedging activities related to the Transaction are discussed in more detail in Notes 11 and 13 of the consolidated financial statements. Disposition In September 2018, Marsh completed its sale of a risk management software and services business resulting in a pre-tax gain of $46 million, which is included in revenue in the consolidated statement of income.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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