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Acquisitions and Dispositions | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [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 completed 5 acquisitions for the six months ended June 30, 2025: •January – Guy Carpenter acquired the remaining 51.5% ownership share in Carpenter Turner Cyprus Ltd., a Greece-based insurance broker, that provides reinsurance and advisory services, including treaty and facultative reinsurance, data and analytics, strategic advisory, and capital markets solutions. •February – Marsh acquired Fontana Rava-Toscano & Partners S.r.l., an Italy-based insurance broker, that offers property and casualty insurance brokerage and risk consulting. •March – Marsh acquired the business of Cohere Insurance Solutions, an Australia-based insurance broker, that specializes in life sciences, start-up and professional services businesses. •April – Marsh & McLennan Agency ("MMA") acquired Arthur C. Hall Insurance, Inc., a Pennsylvania-based insurance broker, that provides commercial and personal lines solutions to clients, with specialities in life sciences, information management, non-profit, craft beverage manufacturing and municipal industries. •May – Marsh acquired Thornton Harvey Group, LLC (d/b/a ProWriters), a Pennsylvania-based wholesale insurance broker, that provides solutions for cyber, management and professional liability insurance to a network of retail brokers in the U.S. The Consulting segment completed 2 acquisitions for the six months ended June 30, 2025: •April – Mercer acquired the business of Cerebrus Consultants Private Limited., an India-based provider of human resources consulting and advisory services. •May – Mercer acquired SECOR Asset Management, L.P., a United States (U.S.) and United Kingdom (U.K.) based global provider of bespoke strategic and portfolio solutions to institutional investors, including investment advisory and implementation, fiduciary and asset liability management. Total purchase consideration for acquisitions made for the six months ended June 30, 2025 was $148 million, which consisted of cash paid of $86 million, deferred and estimated contingent purchase consideration of $47 million, and the remeasurement to fair value of a previously held equity method investment upon consolidation of $15 million. Contingent purchase consideration arrangements are generally based on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of 2 to 4 years. The fair value of contingent purchase consideration was based on projected revenue and earnings of the acquired entities. For the six months ended June 30, 2025, the Company also paid $36 million of deferred purchase consideration and $26 million of contingent purchase consideration related to prior year acquisitions. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment until purchase accounting is finalized. The following table presents the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed in 2025, based on the estimated fair values for the acquisitions as of their respective acquisition dates.
Acquisitions through June 30, 2025 |  |  |  |
(In millions) |  |  |  |
Cash |  | $ | 86 |  |  |
Estimated fair value of deferred/contingent purchase consideration |  | 47 |  |  |
Fair value of previously-held equity method investment |  | 15 |  |  |
Total consideration |  | $ | 148 |  |  |
Allocation of purchase price: |  |  |  |
Cash and cash equivalents |  | $ | 7 |  |  |
Cash and cash equivalents held in a fiduciary capacity |  | 17 |  |  |
Net receivables |  | 6 |  |  |
Other current assets |  | 2 |  |  |
Goodwill |  | 100 |  |  |
Other intangible assets |  | 48 |  |  |
Right of use assets |  | 2 |  |  |
Other assets |  | 4 |  |  |
Total assets acquired |  | 186 |  |  |
Current liabilities |  | 8 |  |  |
Fiduciary liabilities |  | 17 |  |  |
Other liabilities |  | 13 |  |  |
Total liabilities assumed |  | 38 |  |  |
Net assets acquired |  | $ | 148 |  |  |
The purchase price allocation for assets acquired and liabilities assumed 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 interest 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; 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 other intangible assets acquired in 2025:
Other intangible assets through June 30, 2025 (In millions) |  | Amount |  | Weighted Average Amortization Period
Client relationships |  | $ | 46 |  |  | 11.6 years
Other |  | 2 |  |  | 5.0 years
Total other intangible assets |  | $ | 48 |  |  |
The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The following table provides information about the consolidated statements of income for each respective period:
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
(In millions) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Revenue |  | $ | 8 |  |  | $ | 48 |  |  | $ | 11 |  |  | $ | 62 |
Operating income (loss) |  | $ | 2 |  |  | $ | 3 |  |  | $ | 3 |  |  | $ | (3) |
The Company incurred acquisition related expenses for the three and six months ended June 30, 2025 of approximately $58 million and $137 million, respectively, and $21 million and $29 million, for the corresponding periods in the prior year. In 2025, these costs included approximately $45 million and $114 million of integration and retention related costs in connection with the acquisition of McGriff for the three and six months ended June 30, 2025, respectively. Acquisition related expenses are included in compensation and benefits or other operating expenses in the Company's consolidated statements of income, depending on the nature of the items. In the first quarter of 2025, in connection with its increased investment in Carpenter Turner Cyprus Ltd., the Company recorded a gain of $13 million related to the remeasurement of its previously held equity method investment to fair value upon consolidation. The fair value of the pre-existing equity method investment was calculated considering both an income approach based on discounted future cash flows and market approach. Dispositions In the first quarter of 2025, the Company sold Marsh McLennan Agency's ("MMA") Technology Consulting and Administrative Solutions ("TCAS") business for approximately $25 million, and recorded a gain of $15 million, which is included in revenue in the consolidated statements of income. Prior year acquisitions The Risk and Insurance Services segment completed 10 acquisitions in 2024: •January – Marsh acquired NOSCO Insurance Service Company Ltd., a Japan-based insurance broker that provides affinity type schemes, corporate and personal lines insurance. •March – MMA acquired Louisiana-based insurance brokers, Querbes & Nelson ("Q&N") and Louisiana Companies. Q&N offers business insurance, employee benefits, and alternative risk financing consulting to a variety of businesses with specific expertise in energy services, commercial contractors, and transportation. Louisiana Companies provides business and personal lines insurance to businesses and individuals with specific expertise in the construction, manufacturing, distributor, healthcare, and hospitality industries. •May – MMA acquired AC Risk Management, a New York-based commercial lines insurance broker primarily offering property and casualty insurance to businesses with a focus on the construction industry; Perkins Insurance Agencies LLC, a Texas-based insurance broker providing commercial property and casualty and personal lines coverage to businesses, non-profits and families with expertise in the oil and gas, trucking, farm and ranch and restaurant industries; and Fisher Brown Bottrell Insurance, Inc., a Mississippi-based insurance broker providing commercial property and casualty insurance, surety and employee benefits services to businesses and individuals. •July – MMA acquired AmeriStar Agency Inc., a Minnesota-based insurance broker offering insurance coverage solutions to high-net-worth individuals and commercial clients; and Hudson Shore Group, a New Jersey-based public and private sector employee benefits broker, that specializes in public sector clients providing employee benefits, consulting, and administrative services with a focus on large group and alternative-funded benefits programs. •August – MMA acquired The Horton Group, Inc., an Illinois-based insurance broker that offers property and casualty insurance, employee benefits consultation, and personal lines coverage to businesses and individuals. •November – MMA acquired McGriff, a North Carolina-based provider of insurance broking and risk management services. •December – MMA acquired Acumen Solutions Group, LLC, a New York-based insurance broker offering customized insurance programs to businesses and individuals across the country with specialties in the construction, real estate and aviation industries. The Consulting segment completed 7 acquisitions in 2024: •February – Oliver Wyman Group acquired SeaTec Consulting Inc., a Georgia-based firm that provides consulting, engineering, and digital expertise across the aviation, aerospace and defense, and transportation industries. •March – Mercer acquired Vanguard's Institutional Advisory Services business unit ("Vanguard"), a Pennsylvania-based outsourced chief investment officer ("OCIO") business, that provides investment management services for not-for-profit organizations and other institutional investors in the U.S.; Mercer also acquired The Talent Enterprise, a United Arab Emirates-based psychometric and talent assessment technology company, that provides talent assessment tools and talent capability development solutions. Oliver Wyman Group acquired Innopay NL B.V., a Netherlands-based consultancy firm that delivers strategy, scheme development, and execution in the domain of digital payments, open finance, digital identity and data sharing. •July – Oliver Wyman Group acquired Veritas Total Solutions, a Texas-based commodity trading advisory firm with expertise in risk, systems, analytics and artificial intelligence. •October – Mercer acquired hkp///group, a Germany-based human resources and corporate governance consulting firm advising clients throughout Germany and the Netherlands. •November – Mercer acquired Gerolamo Holding S.À.R.L. (referred to as "Cardano"), a Luxembourg-based pension services, advisory and investment solutions firm, offering a range of fiduciary management, investment advisory services, and liability-driven investing and derivatives solutions to both defined benefit and defined contribution pension schemes in the U.K. and the Netherlands. Total purchase consideration for acquisitions made for the six months ended June 30, 2024 was $716 million, which consisted of cash paid of $662 million and deferred and estimated contingent purchase consideration of $54 million. Contingent purchase consideration arrangements are generally based primarily on EBITDA or revenue targets over a period of 2 to 4 years. The fair value of the contingent purchase consideration was based on projected revenue and earnings of the acquired entities. For the six months ended June 30, 2024, the Company also paid $10 million of deferred purchase consideration and $161 million of contingent purchase 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. Prior year dispositions On December 31, 2024, the Company sold Oliver Wyman Group's Celent advisory business. In the third quarter of 2024, the Company obtained regulatory approval and completed its definite agreement to exit its businesses in Russia and transfer ownership to local management in accordance with an agreement entered into in 2022. On January 1, 2024, the Company sold its Mercer U.K. pension administration and U.S. health and benefits administration businesses for approximately $114 million and recorded a gain of $21 million, which is included in revenue in the consolidated statements of income. As part of the disposition of the businesses, the Company incurred exit costs of $18 million in the first quarter of 2024. These costs are included in expenses in the Company's consolidated statements of income. Pro-Forma Information The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company in 2025 and 2024. In accordance with accounting guidance related to pro-forma disclosures, the information presented for acquisitions made in 2025 is as if they occurred on January 1, 2024, and reflects acquisitions made in 2024, as if they occurred on January 1, 2023. The unaudited pro-forma financial data includes the effects of amortization of acquired intangibles and acquisition related costs in all years. The unaudited pro-forma information presented in the table below also includes additional adjustments for revenue and interest expense related to the issuance of debt. 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 June 30, |  | Six Months Ended June 30,
(In millions, except per share data) | 2025 |  | 2024 |  | 2025 |  | 2024
Revenue | $ | 6,976 |  |  | $ | 6,695 |  |  | $ | 14,049 |  |  | $ | 13,628 |
Net income attributable to the Company | $ | 1,213 |  |  | $ | 1,145 |  |  | $ | 2,597 |  |  | $ | 2,531 |
Basic net income per share attributable to the Company | $ | 2.46 |  |  | $ | 2.32 |  |  | $ | 5.28 |  |  | $ | 5.14 |
Diluted net income per share attributable to the Company | $ | 2.45 |  |  | $ | 2.31 |  |  | $ | 5.24 |  |  | $ | 5.10 |

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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 -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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