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Acquisitions and Dispositions | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Dispositions | Acquisitions and Dispositions The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated values of the net tangible assets and the identifiable intangible assets purchased, which typically consist of customer relationships, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. The Company estimates the fair value of purchased intangible assets, primarily using the income approach, by determining the present value of future cash flows over the remaining economic life of the respective assets. The significant estimates and assumptions used in this approach include the determination of the discount rate, economic life, future revenue growth rates, expected account attrition rates and earnings margins. 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 complet ed eight acquisitions during 2021. •April – Marsh McLennan Agency ("MMA") acq uired PayneWest Insurance, Inc., a Montana-based full-service broker providing business insurance, surety, employee benefits and personal insurance services to companies and individuals, and The Pryor Group, LLC, a Texas-based full-service broker providing business insurance with a specialty in quick service restaurants and the personal lines of franchise owners. •September – MMA acquired Vaaler Insurance, Inc., a North Dakota-based insurance broker providing business insurance, employee health and benefits, and personal lines solutions, with specialized expertise in the construction, education, and healthcare industries. •November – MMA acquired Pelnik Insurance, a North Carolina-based full-service broker providing business insurance, employee health and benefits, and private client services to midsize businesses and individuals throughout the Mid-Atlantic, Southwest Truck Insurance Agency, Inc., a Texas-based broker providing business insurance for the trucking industry, serving clients in the U.S., and Mexico and InSource Insurance Group LLC, a Texas-based full-service broker providing business insurance, employee health and benefits, private client and surety services to the oil and gas, construction, manufacturing, and transportation industries. •December – Marsh acquired Services Assurance Monétique (SAM), a France-based affinity insurance broker specializing in bank and retail insurance markets and increased its ownership interest in Marsh India Insurance Broker Private Limited ("Marsh India") from 49% to 92%. The Consulting segment completed one acquisition during 2021. •November – Oliver Wyman Group acquired Huron Consulting Group’s life sciences strategy consulting practice in the U.S. and the U.K., which assists clients in addressing their most important commercial strategy, marketing, pricing, market access and research and development challenges. Total purchase consideration for acquisitions made during 2021 was approximately $1.4 billion, which consisted of cash paid of $888 million, deferred purchase and estimated contingent consideration of $153 million and the fair value of a previously held equity method investment in Marsh India of $390 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. During 2021, the Company also paid $89 million of deferred purchase consideration and $77 million of contingent consideration related to acquisitions made in prior years. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The following table presents the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed during 2021 based on the estimated fair values for the acquisitions as of their respective acquisition dates.
Acquisitions for the Year-Ended December 31, 2021 |
(In millions) |
Cash | $ | 888 |
Estimated fair value of deferred/contingent consideration | 153 |
Fair value of previously-held equity method investment | 390 |
Total consideration | $ | 1,431 |
Allocation of purchase price: |
Cash and cash equivalents | $ | 11 |
Cash and cash equivalents held in a fiduciary capacity | 18 |
Net receivables | 77 |
Other current assets | 20 |
Goodwill | 1,045 |
Other intangible assets | 508 |
Fixed assets, net | 5 |
Right of use assets | 36 |
Other assets | 6 |
Total assets acquired | 1,726 |
Current liabilities | 72 |
Fiduciary liabilities | 18 |
Long-term lease liabilities | 36 |
Other liabilities | 105 |
Total liabilities assumed | 231 |
Non-controlling interests | 64 |
Net assets acquired | $ | 1,431 |
The purchase price allocation above is based on estimates that are preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments must be finalized during the measurement period, which for a particular asset, liability, or non-controlling instrument ends once the acquirer determines that either (1) the necessary information has been obtained or (2) the information is not available. However, the measurement period for all items is limited to one year from the acquisition date. Items subject to change include: •amounts of intangible assets, fixed assets, capitalized software assets and right-of-use assets, subject to finalization of valuation efforts; •amounts for contingencies, pending the finalization of the Company’s assessment of the portfolio of contingencies; •amounts for deferred tax assets and liabilities pending the finalization of valuations of the assets acquired, liabilities assumed and associated goodwill discussed below; and •amounts for income tax assets, receivables and liabilities, pending the filing of the acquired companies' pre-acquisition income tax returns and receipt of information from taxing authorities which may change certain estimates and assumptions used. The estimation of fair value requires numerous judgments, assumptions and estimates about future events and uncertainties, which could materially impact these values, and the related amortization, where applicable, in the Company’s results of operations. The following table provides information about intangible assets acquired during 2021:
Intangible assets through December 31, 2021 (In millions) |  | Amount |  | Weighted Average Amortization Period
Customer relationships |  | $ | 494 |  |  | 13.3 years
Other |  | 14 |  |  | 3.8 years
|  | $ | 508 |  |  |
The consolidated statement of income for 2021 includes approximately $114 million of revenue and operating income of $3 million related to acquisitions made during 2021. The consolidated statement of income for 2020 includes approximately $169 million of revenue and $11 million of operating income related to acquisitions made during 2020, and the consolidated statement of income for 2019 includes approximately $1.2 billion of revenue and $40 million of operating loss related to acquisitions made during 2019. In 2021 and 2020, acquisition-related costs were $5 million and $3 million, respectively, primarily related to legal fees. In 2019, the Company incurred acquisition-related costs, primarily for legal, investment banking and U.K. stamp duty tax related to the acquisition of JLT, of $125 million. In December 2021, in connection with its increased investment in Marsh India, the Company recorded a gain of $267 million related to the re-measurement of its previously held equity method investment to fair value. The fair value of the pre-existing equity method investment was calculated using an average of applying an income approach based on discounted future cash flows and market approach. Dispositions During 2021, the Company sold certain businesses, primarily in the U.S. and the U.K., for cash proceeds of approximately $84 million and recognized a net gain of approximately $50 million, primarily related to the commercial networks business in the U.K. that provided broking and back-office solutions for small independent brok ers. Prior year acquisitions During 2020, the Risk and Insurance Services segment completed seven acquisitions. •January – Marsh & McLennan Agency ("MMA") acquired Momentous Insurance Brokerage Inc., a California-based full-service risk management and employee benefits firm specializing in high net worth private client services and insurance solutions for the entertainment industry, and Ironwood Insurance Services, LLC, an Atlanta-based broker that provides commercial property/casualty insurance, employee benefits, and private client solutions to mid-size businesses and individuals across the U.S. •April – MMA acquired Assurance Holdings, Inc., an Illinois-based full-service brokerage providing business insurance, employee benefits, private client insurance, and retirement services to businesses and individuals across the U.S. •June – MMA acquired Nico Insurance Services, Inc., a California-based agency providing employee benefits solutions to groups and individuals. •December – MMA acquired Heritage Insurance Services, Inc., a Kentucky-based full service broker that provides commercial property and casualty and personal lines primarily in the trucking and transportation industry, Inspro Insurance, Inc., a Nebraska-based full-service broker that provides commercial property and casualty insurance, personal lines and employee benefits services, and Compass Financial Partners, LLC, a North Carolina-based retirement consulting and investment advisory firm. Total purchase consideration for acquisitions made during 2020 was approximately $877 million, which consisted of cash paid of $694 million and deferred purchase and estimated contingent consideration of $183 million. Contingent consideration arrangements are based primarily on EBITDA and/or revenue targets over periods of 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. During 2020, the Company also paid $68 million of deferred purchase consideration and $102 million of contingent consideration related to acquisitions made in prior years. Subsequent to the JLT acquisition, the Company purchased the outstanding non-controlling interests of several JLT subsidiaries for cash payments of approximately $79 million. Prior year dispositions During 2020, the Company sold certain businesses, primarily in the U.S. and the U.K., for cash proceeds of approximately $98 million. In February and May 2020, the Company sold approximately 240 million shares of the common stock of Alexander Forbes (AF). Upon completion of the sale of shares in May 2020, the investment in AF was accounted at fair value, with investment gains and losses recorded as investment income in the consolidated statement of income. Pro-Forma Information The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2021, 2020 and 2019. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2020 and reflects acquisitions made in 2020 as if they occurred on January 1, 2019. The 2019 information includes 2019 acquisitions as if they occurred on January 1, 2018. The pro-forma information includes the effects of amortization of acquired intangibles in all years. The unaudited p ro-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.
| Years Ended December 31,
(In millions, except per share data) | 2021 |  | 2020 |  | 2019
Revenue | $ | 20,008 |  |  | $ | 17,586 |  |  | $ | 17,323 |
Net income attributable to the Company | $ | 3,179 |  |  | $ | 2,042 |  |  | $ | 1,877 |
Basic net income per share attributable to the Company | $ | 6.27 |  |  | $ | 4.03 |  |  | $ | 3.71 |
Diluted net income per share attributable to the Company | $ | 6.20 |  |  | $ | 3.99 |  |  | $ | 3.67 |

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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://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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