SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________ 

FORM 10-Q

_____________________________________________ 

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

____________________________________________ 

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036

(212) 345-5000

_____________________________________________ 

Commission file number 1-5998

State of Incorporation: Delaware

I.R.S. Employer Identification No. 36-2668272

_____________________________________________ 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common Stock, par value $1.00 per share	MMC	New York Stock Exchange
		Chicago Stock Exchange
		London Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐(Do not check if a smaller reporting company)	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐   No  ý

As of July 17, 2023, there were outstanding 493,953,729 shares of common stock, par value $1.00 per share, of the registrant.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would".

Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

•the impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from conflicts such as the war in Ukraine, slower GDP growth or recession, capital markets volatility, instability in the banking sector and inflation;

•the increasing prevalence of ransomware, supply chain and other forms of cyber attacks, and their potential to disrupt our operations, or the operations of our third party vendors, and result in the disclosure of confidential client or company information;

•the impact from lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty or other claims against us in our capacity as a broker or investment advisor, including claims related to our investment business’ ability to execute timely trades;

•the financial and operational impact of complying with laws and regulations, including domestic and international sanctions regimes, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti Bribery Act and cybersecurity and data privacy regulations;

•our ability to attract, retain and develop industry leading talent;

•our ability to compete effectively and adapt to competitive pressures in each of our businesses, including from disintermediation as well as technological change, digital disruption and other types of innovation;

•our ability to manage potential conflicts of interest, including where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests;

•the impact of changes in tax laws, guidance and interpretations, such as the implementation of the Organization for Economic Cooperation and Development international tax framework, or disagreements with tax authorities; and

•the regulatory, contractual and reputational risks that arise based on insurance placement activities and insurer revenue streams.

The factors identified above are not exhaustive. Marsh & McLennan Companies, Inc., and its consolidated subsidiaries (the "Company") operate in a dynamic business environment in which new risks emerge frequently. Accordingly, we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

Further information concerning the Company, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of this Quarterly Report on Form 10-Q and our most recently filed Annual Report on Form 10-K.

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		4
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	4
	CONSOLIDATED STATEMENTS OF INCOME	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
	CONSOLIDATED BALANCE SHEETS	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS	8
	CONSOLIDATED STATEMENTS OF EQUITY	9
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS	37
	OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	56
ITEM 4.	CONTROLS & PROCEDURES	57
PART II. OTHER INFORMATION		58
ITEM 1.	LEGAL PROCEEDINGS	58
ITEM 1A.	RISK FACTORS	58
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	58
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	58
ITEM 4.	MINE SAFETY DISCLOSURE	58
ITEM 5.	OTHER INFORMATION	58
ITEM 6.	EXHIBITS	58

3

PART I.    FINANCIAL INFORMATION

Item 1.Financial Statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended  June 30,				Six Months Ended  June 30,
(In millions, except per share data)	2023		2022		2023		2022
Revenue	$	5,876	$	5,379	$	11,800	$	10,928
Expense:
Compensation and benefits	3,337		3,010		6,544		6,110
Other operating expenses	1,082		1,005		2,073		2,009
Operating expenses	4,419		4,015		8,617		8,119
Operating income	1,457		1,364		3,183		2,809
Other net benefit credits	60		59		118		121
Interest income	10		1		24		2
Interest expense	(146)		(114)		(282)		(224)
Investment income	3		2		5		28
Income before income taxes	1,384		1,312		3,048		2,736
Income tax expense	337		334		749		672
Net income before non-controlling interests	1,047		978		2,299		2,064
Less: Net income attributable to non-controlling interests	12		11		29		26
Net income attributable to the Company	$	1,035	$	967	$	2,270	$	2,038
Net income per share attributable to the Company:
– Basic	$	2.09	$	1.93	$	4.59	$	4.06
– Diluted	$	2.07	$	1.91	$	4.55	$	4.01
Average number of shares outstanding:
– Basic	495		501		495		502
– Diluted	499		506		499		508
Shares outstanding at June 30,	494		499		494		499

The accompanying notes are an integral part of these unaudited consolidated statements.

4

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended  June 30,				Six Months Ended  June 30,
(In millions)	2023		2022		2023		2022
Net income before non-controlling interests	$	1,047	$	978	$	2,299	$	2,064
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	223		(864)		342		(1,033)
(Loss) gain related to pension/post-retirement plans	(62)		236		(120)		322
Other comprehensive income (loss) before tax	161		(628)		222		(711)
Income tax (credit) expense on other comprehensive loss	(18)		56		(37)		77
Other comprehensive income (loss), net of tax	179		(684)		259		(788)
Comprehensive income	1,226		294		2,558		1,276
Less: comprehensive income attributable to non-controlling interest	12		11		29		26
Comprehensive income attributable to the Company	$	1,214	$	283	$	2,529	$	1,250

The accompanying notes are an integral part of these unaudited consolidated statements.

5

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)	(Unaudited) June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	1,171	$	1,442
Cash and cash equivalents held in a fiduciary capacity	11,564		10,660
Receivables
Commissions and fees	6,406		5,293
Advanced premiums and claims	97		103
Other	637		616
	7,140		6,012
Less-allowance for credit losses	(154)		(160)
Net receivables	6,986		5,852
Other current assets	1,081		1,005
Total current assets	20,802		18,959
Goodwill	16,621		16,251
Other intangible assets	2,508		2,537
Fixed assets (net of accumulated depreciation and amortization of $1,611 at June 30, 2023 and $1,531 at December 31, 2022)	870		871
Pension related assets	2,331		2,127
Right of use assets	1,569		1,562
Deferred tax assets	365		358
Other assets	1,500		1,449
	$	46,566	$	44,114

 The accompanying notes are an integral part of these unaudited consolidated statements.

6

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(In millions, except share data)	(Unaudited) June 30, 2023		December 31, 2022
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	2,375	$	268
Accounts payable and accrued liabilities	3,137		3,278
Accrued compensation and employee benefits	2,021		3,095
Current lease liabilities	309		310
Accrued income taxes	407		221
Fiduciary liabilities	11,564		10,660
Total current liabilities	19,813		17,832
Long-term debt	10,247		11,227
Pension, post-retirement and post-employment benefits	866		921
Long-term lease liabilities	1,699		1,667
Liabilities for errors and omissions	364		355
Other liabilities	1,438		1,363
Commitments and contingencies	—		—
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued	—		—
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at June 30, 2023 and December 31, 2022	561		561
Additional paid-in capital	1,074		1,179
Retained earnings	21,980		20,301
Accumulated other comprehensive loss	(5,055)		(5,314)
Non-controlling interests	178		229
	18,738		16,956
Less – treasury shares, at cost, 66,590,930 shares at June 30, 2023 and 65,855,914 shares at December 31, 2022	(6,599)		(6,207)
Total equity	12,139		10,749
	$	46,566	$	44,114

The accompanying notes are an integral part of these unaudited consolidated statements.

7

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES                        

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six Months Ended June 30,
(In millions)	2023		2022
Operating cash flows:
Net income before non-controlling interests	$	2,299	$	2,064
Adjustments to reconcile net income provided by operations:
Depreciation and amortization of fixed assets and capitalized software	175		174
Amortization of intangible assets	172		174
Non-cash lease expense	143		152
Adjustments and payments related to contingent consideration assets and liabilities	(23)		9
Deconsolidation of Russian businesses	—		39
Net gain on investments	(5)		(28)
Net loss (gain) on disposition of assets	19		(111)
Share-based compensation expense	191		194
Changes in assets and liabilities:
Net receivables	(1,029)		(978)
Other assets	(108)		(65)
Accrued compensation and employee benefits	(1,101)		(992)
Provision for taxes, net of payments and refunds	245		235
Contributions to pension and other benefit plans in excess of current year credit	(164)		(226)
Other liabilities	10		105
Operating lease liabilities	(159)		(166)
Net cash provided by operations	665		580
Financing cash flows:
Purchase of treasury shares	(600)		(1,100)
Net proceeds from issuance of commercial paper	308		944
Borrowings from term-loan and credit facilities	200		—
Proceeds from issuance of debt	589		—
Repayments of debt	(8)		(8)
Purchase of non-controlling interests	(139)		—
Shares withheld for taxes on vested units – treasury shares	(141)		(180)
Issuance of common stock from treasury shares	120		65
Payments of deferred and contingent consideration for acquisitions	(185)		(92)
Receipts of contingent consideration for dispositions	2		3
Distributions of non-controlling interests	(10)		(15)
Dividends paid	(591)		(547)
Change in fiduciary liabilities	682		1,428
Net cash provided by financing activities	227		498
Investing cash flows:
Capital expenditures	(185)		(239)
Purchases of long term investments	(30)		(16)
Sales of long term investments	16		5
Dispositions	(17)		135
Acquisitions, net of cash and cash held in a fiduciary capacity acquired	(292)		(151)
Other, net	7		8
Net cash used for investing activities	(501)		(258)
Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	242		(755)
Increase in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	633		65
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of period	12,102		11,374
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of period	$	12,735	$	11,439

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets
Balance at June 30,	2023		2022
(In millions)
Cash and cash equivalents	$	1,171	$	909
Cash and cash equivalents held in a fiduciary capacity	11,564		10,530
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	$	12,735	$	11,439

The accompanying notes are an integral part of these unaudited consolidated statements.

8

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

	Three Months Ended  June 30,				Six Months Ended  June 30,
(In millions, except per share data)	2023		2022		2023		2022
COMMON STOCK
Balance, beginning and end of period	$	561	$	561	$	561	$	561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period	$	1,064	$	1,026	$	1,179	$	1,112
Change in accrued stock compensation costs	89		5		(101)		(140)
Issuance of shares under stock compensation plans and employee stock purchase plans	(9)		13		66		72
Purchase of non-controlling interest	(70)		—		(70)		—
Balance, end of period	$	1,074	$	1,044	$	1,074	$	1,044
RETAINED EARNINGS
Balance, beginning of period	$	20,949	$	18,916	$	20,301	$	18,389
Net income attributable to the Company	1,035		967		2,270		2,038
Dividend equivalents declared	(4)		(3)		(8)		(7)
Dividends declared	—		—		(583)		(540)
Balance, end of period	$	21,980	$	19,880	$	21,980	$	19,880
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of period	$	(5,234)	$	(4,679)	$	(5,314)	$	(4,575)
Other comprehensive income (loss), net of tax	179		(684)		259		(788)
Balance, end of period	$	(5,055)	$	(5,363)	$	(5,055)	$	(5,363)
TREASURY SHARES
Balance, beginning of period	$	(6,387)	$	(4,887)	$	(6,207)	$	(4,478)
Issuance of shares under stock compensation plans and employee stock purchase plans	88		58		208		149
Purchase of treasury shares	(300)		(600)		(600)		(1,100)
Balance, end of period	$	(6,599)	$	(5,429)	$	(6,599)	$	(5,429)
NON-CONTROLLING INTERESTS
Balance, beginning of period	$	243	$	219	$	229	$	213
Net income attributable to non-controlling interests	12		11		29		26
Net non-controlling interests acquired	(69)		—		(69)		—
Distributions and other changes	(8)		(6)		(11)		(15)
Balance, end of period	$	178	$	224	$	178	$	224
TOTAL EQUITY	$	12,139	$	10,917	$	12,139	$	10,917
Dividends declared per share	$	—	$	0.535	$	1.18	$	1.07

The accompanying notes are an integral part of these unaudited consolidated statements.

9

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.     Nature of Operations

Marsh & McLennan Companies, Inc., and its consolidated subsidiaries (the "Company"), a global professional services firm, is organized based on the different services that it offers. Under this structure, the Company’s two business segments are Risk and Insurance Services and Consulting.

The Risk and Insurance Services segment ("RIS") includes risk management activities (risk advice, risk transfer, and risk control and mitigation solutions) as well as insurance and reinsurance broking and 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. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and identify and capitalize on emerging opportunities.

The Consulting segment includes health, wealth and career solutions and products, and specialized management, strategic, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group. Mercer delivers advice and technology-driven solutions that help organizations redefine the future of work, shape retirement and investment outcomes, and advance health and well-being for a changing workforce. Oliver Wyman Group serves as critical strategic, economic and brand advisor to private sector and governmental clients.

2.     Principles of Consolidation and Other Matters

The Company prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. For interim filings, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) have been omitted pursuant to such rules and regulations. 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, 2022 (the "2022 Form 10-K").

The accompanying consolidated financial statements include all wholly-owned and majority owned subsidiaries. All significant inter-company transactions and balances have been eliminated.

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 six months ended June 30, 2023 and 2022.

Estimates: The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period.

On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The estimates are based on historical experience and on various other assumptions that the Company believes are reasonable.

Such matters include:

•estimates of revenue;

•impairment assessments and charges;

•recoverability of long-lived assets;

•liabilities for errors and omissions;

•deferred tax assets, uncertain tax positions and income tax expense;

•share-based and incentive compensation expense;

•the allowance for current expected credit losses on receivables;

10

•useful lives assigned to long-lived assets, and depreciation and amortization; and

•fair value estimates of contingent consideration receivable or payable related to acquisitions or dispositions.

The Company believes these estimates are reasonable based on information currently available at the time they are made. The Company also considered the potential impact of macroeconomic factors including inflation, volatility in interest rates, and the war in Ukraine to its customer base in various industries and geographies. Insurance exposures subject to variable factors are subject to mid-term and end-of-term adjustments, as well as policy audits, which may reduce premiums and corresponding commissions. Estimates were updated based on internal and industry specific economic data. Actual results may differ from these estimates.

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 primarily related to regulatory requirements outside of the U.S. or as collateral under captive insurance arrangements. At June 30, 2023, the Company maintained $464 million compared to $348 million at December 31, 2022 related to these regulatory requirements.

Allowance for Credit Losses on Accounts Receivable

The Company’s policy for providing an allowance for credit losses on its accounts receivable is based on a combination of factors, including historical write-offs, aging of balances, and other qualitative and quantitative analyses. The charge related to expected credit losses was not material to the consolidated statements of income for the three and six months ended June 30, 2023 and 2022, respectively.

Investments

The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on the Company's investments in private equity funds.

The Company holds investments in certain private equity funds. Investments in private equity funds are accounted for in accordance with 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. Investment gains or losses for its proportionate share of the change in fair value of the funds are recorded in earnings. Investments accounted for in accordance with the equity method of accounting are included in other assets in the consolidated balance sheets.

The Company recorded net investment income of $3 million and $5 million for the three and six months ended June 30, 2023, respectively, compared to net investment income of $2 million and $28 million, respectively, for the corresponding periods in the prior year.

Income Taxes

The Company's effective tax rate for the three months ended June 30, 2023 was 24.4%, compared with 25.5% for the corresponding quarter of 2022. The effective tax rate for the six months ended June 30, 2023 and 2022 was 24.6% for both periods.

The tax rate in each period reflects the impact of discrete tax items such as excess tax benefits related to share-based compensation, enacted tax legislation, changes in uncertain tax positions, deferred tax adjustments, nontaxable adjustments related to contingent consideration for acquisitions, and valuation allowances for certain tax credits and, or losses. The tax rate for the three and six months ended June 30, 2023 reflects the previously enacted change in the United Kingdom (U.K.) corporate income tax rate from 19% to 25%, effective April 1, 2023. The blended U.K. statutory tax rate for 2023 is 23.5%.

The excess tax benefit related to share-based payments is the most significant discrete item in both periods, reducing the effective tax rate by 1.2% and 0.8% for the three months ended June 30, 2023 and 2022, and by 1.3% for the six months periods ended June 30, 2023 and 2022.

11

The Company's tax rate reflects its income, statutory tax rates, and tax planning in the various jurisdictions in which it operates. Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions.

Losses in one jurisdiction, generally, cannot offset earnings in another, and within certain jurisdictions profits and losses may not offset between entities. Consequently, losses in certain jurisdictions may require valuation allowances affecting the effective tax rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitations.

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 were $107 million at June 30, 2023, and $97 million at December 31, 2022. It is reasonably possible that the total amount of unrecognized tax benefits could decrease up to approximately $52 million within the next twelve months due to settlement of audits and expirations of statutes of limitations.

Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate. In July 2023, the U.K. enacted legislation to implement the Organization for Economic Cooperation and Development's ("OECD") framework, effective from January 1, 2024. This minimum tax will be treated as a period cost in future years and will not impact operating results for 2023. The Company is continuing to monitor legislative developments, especially in the European Union (E.U.) countries, and is in the process of evaluating the potential impact of the U.K. and other legislation on its results of future operations. On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted into law. The Company evaluated the provisions of the new legislation, the most significant of which are the corporate alternative minimum tax and the share repurchase tax. The IRA was effective as of January 1, 2023 and does not have a significant impact on the Company's financial results of operations for the current year.

Restructuring Costs

Charges associated with restructuring activities are recognized in accordance with applicable accounting guidance which includes accounting for disposal or exit activities, guidance related to impairment of Right-of-use ("ROU") assets related to real estate leases, as well as other costs resulting from accelerated depreciation or amortization of leasehold improvements and other property and equipment.

Severance and related costs are recognized based on amounts due under established severance plans or estimates of one-time benefits that will be provided. Typically, severance benefits are recognized when the impacted colleagues are notified of their expected termination and such termination is expected to occur within the legally required notification period. These costs are included in compensation and benefits in the consolidated statements of income.

Costs for real estate consolidation are recognized based on the type of cost, and the expected future use of the facility. For locations where the Company does not expect to sub-lease the property, the amortization of any ROU asset is accelerated from the decision date to the cease use date. For locations where the Company expects to sub-lease the properties subsequent to its vacating the property, the ROU asset is reviewed for potential impairment at the earlier of the cease use date or the date a sub-lease is signed. To determine the amount of impairment, the fair value of the ROU asset is determined based on the present value of the estimated net cash flows related to the property. Contractual costs outside of the ROU asset are recognized based on the net present value of expected future cash outflows for which the Company will not receive any benefit. Such amounts are reliant on estimates of future sub-lease income to be received and future contractual costs to be incurred. These costs are included in other operating expenses in the consolidated statements of income.

Other costs related to restructuring, such as moving, legal or consulting costs are recognized as incurred. These costs are included in other operating expenses in the consolidated statements of income.

Foreign Currency

The financial statements of our international subsidiaries are translated from functional currency to U.S. dollars using month-end exchange rates for assets and liabilities, and average monthly exchange rates during the period for revenues and expenses. Translation adjustments are recorded in accumulated other comprehensive income (loss) ("AOCI") within the consolidated statements of equity. Foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in operating income in the consolidated statements of income.

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3.     Revenue

The core principle of the revenue recognition 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 this principle, the entity applies 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. In accordance with the accounting guidance, a performance obligation is satisfied either at a "point in time" or "over time", depending on the nature of the product or service provided, and the specific terms of the contract with customers.

Other revenue included in the consolidated statements of income that is not from contracts with customers is less than 2% of total revenue and is not presented as a separate line item.

The Company's revenue policies are provided in more detail in Note 2, Revenue, in the Form 2022 10-K.

The following table disaggregates components of the Company's revenue:

	Three Months Ended  June 30,				Six Months Ended  June 30,
(In millions)	2023		2022		2023		2022
Marsh:
EMEA (a) (b)	$	858	$	780	$	1,790	$	1,649
Asia Pacific (a)	357		347		669		641
Latin America	137		118		252		222
Total International	1,352		1,245		2,711		2,512
U.S./Canada	1,686		1,533		3,071		2,812
Total Marsh	3,038		2,778		5,782		5,324
Guy Carpenter	576		522		1,647		1,521
Subtotal	3,614		3,300		7,429		6,845
Fiduciary interest income	108		13		199		17
Total Risk and Insurance Services	$	3,722	$	3,313	$	7,628	$	6,862
Mercer:
Wealth (c)	$	637	$	597	$	1,218	$	1,214
Health (d)	518		587		1,063		1,111
Career	219		205		437		407
Total Mercer	1,374		1,389		2,718		2,732
Oliver Wyman Group (b)	798		695		1,485		1,362
Total Consulting	$	2,172	$	2,084	$	4,203	$	4,094

(a) In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA. Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.

(b) Revenue for the six months ended June 30, 2022, includes the loss on deconsolidation of the Company's Russian businesses at Marsh and Oliver Wyman Group of $27 million and $12 million, respectively.

(c) Revenue for the six months ended June 30, 2023, includes the loss on sale of an individual financial advisory business in Canada of $17 million.

(d) Revenue for the three and six months ended June 30, 2022, includes a gain from the sale of the Mercer U.S. affinity business of $112 million.

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The following table provides contract assets and contract liabilities information from contracts with customers:

(In millions)	June 30, 2023		December 31, 2022
Contract assets	$	378	$	335
Contract liabilities	$	906	$	837

The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to quota share reinsurance brokerage and contingent insurer revenue. The Company does not have the right to bill and collect revenue for quota share brokerage until the underlying policies written by the ceding insurer attach to the treaty. Estimated revenue related to the achievement of volume or loss ratio metrics cannot be billed or collected until all related policy placements are completed and the contingency is resolved.

Contract assets are included in other current assets in the Company's consolidated balance sheets. Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in current liabilities in the Company's consolidated balance sheets. Revenue recognized for the three and six months ended June 30, 2023 that was included in the contract liability balance at the beginning of each of those periods was $218 million and $511 million, respectively, compared to revenue recognized of $174 million and $454 million, respectively, for the corresponding periods in the prior year.

The amount of revenue recognized for the three and six months ended June 30, 2023 from performance obligations satisfied in previous periods, mainly due to variable consideration from contracts with insurers, quota share business and consulting contracts previously considered constrained was $27 million and $44 million, respectively, and $37 million and $61 million, respectively, for the corresponding periods in the prior year.

The Company applies the practical expedient and does not disclose the value of unsatisfied performance obligations for (1) contracts with original contract terms of one year or less and (2) contracts where the Company has the right to invoice for services performed. The revenue expected to be recognized in future periods during the non-cancellable term of existing contracts greater than one year that is related to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period is approximately $240 million, primarily related to Mercer. The Company expects revenue in 2023, 2024, 2025, 2026, and 2027 and beyond of $92 million, $67 million, $43 million, $24 million and $14 million, respectively, related to these performance obligations.

4.     Fiduciary Assets and Liabilities

The Company, in its capacity as an insurance broker or agent, generally 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. The Company's fiduciary assets primarily include bank or short-term time deposits and liquid money market funds, classified as cash and cash equivalents. Since fiduciary assets are not available for corporate use, they are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities.

Risk and Insurance Services revenue includes interest on fiduciary funds of $108 million and $199 million for the three and six months ended June 30, 2023, respectively, and $13 million and $17 million for the three and six months ended June 30, 2022, respectively.

Net uncollected premiums and claims and the related payables were $16.7 billion at June 30, 2023, and $13.0 billion at December 31, 2022. 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. Accordingly, net uncollected premiums and claims and the related payables are 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.

The Company, through its Mercer subsidiary, manages assets in trusts or funds for which Mercer’s management or trustee fee is not considered a variable interest, since the fees are commensurate with the level of effort

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required to provide those services. Mercer is not the primary beneficiary of these trusts or funds. Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees.

Reclassification of Fiduciary Assets and Liabilities

In the second quarter of 2023, the Company changed the presentation of fiduciary assets and liabilities on the consolidated balance sheets. Cash and cash equivalents held in a fiduciary capacity was reclassified from an offset to fiduciary liabilities to current assets, with the corresponding fiduciary liabilities reclassified to current liabilities. The reclassification had no impact on the Company’s total equity at December 31, 2022. The presentation in the December 31, 2022 consolidated balance sheet was conformed to the current presentation as follows:

(In millions)	As Reported		As Reclassified
Total current assets	$	8,299	$	18,959
Total assets	$	33,454	$	44,114
Total current liabilities	$	7,172	$	17,832

As a result of reclassifying cash and cash equivalents held in a fiduciary capacity, total RIS assets and total Consulting assets at December 31, 2022 increased to $33,022 million and $10,446 million, respectively.

5.    Per Share Data

Basic net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock.

Diluted net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company 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.

Basic and Diluted EPS Calculation	Three Months Ended  June 30,				Six Months Ended  June 30,
(In millions, except per share data)	2023		2022		2023		2022
Net income before non-controlling interests	$	1,047	$	978	$	2,299	$	2,064
Less: Net income attributable to non-controlling interests	12		11		29		26
Net income attributable to the Company	$	1,035	$	967	$	2,270	$	2,038
Basic weighted average common shares outstanding	495		501		495		502
Dilutive effect of potentially issuable common shares	4		5		4		6
Diluted weighted average common shares outstanding	499		506		499		508
Average stock price used to calculate common stock equivalents	$	177.33	$	160.43	$	172.13	$	158.96

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6.    Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following table provides additional information concerning acquisitions, interest and income taxes paid for the six months ended June 30, 2023 and 2022:

(In millions)	2023		2022
Assets acquired, excluding cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity	$	364	$	164
Acquisition-related deposit	—		24
Fiduciary liabilities assumed	(1)		(2)
Liabilities assumed	(63)		(24)
Contingent/deferred purchase consideration	(8)		(11)
Net cash outflow for acquisitions	$	292	$	151

(In millions)	2023		2022
Interest paid	$	245	$	215
Income taxes paid, net of refunds	$	504	$	437

The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt or payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).

The following amounts are included in the consolidated statements of cash flows as operating and financing activities:

For the Six Months Ended June 30,
(In millions)	2023		2022
Operating:
Contingent consideration payments for prior year acquisitions	$	(41)	$	(18)
Receipt of contingent consideration for dispositions	1		—
Acquisition/disposition related net charges for adjustments	17		27
Adjustments and payments related to contingent consideration	$	(23)	$	9
Financing:
Contingent consideration for prior year acquisitions	$	(134)	$	(16)
Deferred consideration related to prior year acquisitions	(51)		(76)
Payments of deferred and contingent consideration for acquisitions	$	(185)	$	(92)
Receipts of contingent consideration for dispositions	$	2	$	3

The Company had non-cash issuances of common stock under its share-based payment plan of $296 million and $337 million for the six months ended June 30, 2023 and 2022, respectively.

The Company recorded share-based compensation expense related to restricted stock units, performance stock units and stock options of $92 million and $191 million for the three and six months ended June 30, 2023, respectively, and $89 million and $194 million for the three and six months ended June 30, 2022, respectively.

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7.    Other Comprehensive (Loss) Income

The changes, net of tax, in the balances of each component of AOCI for the three and six months ended June 30, 2023 and 2022, including amounts reclassified out of AOCI, are as follows:

(In millions)	Pension/Post-Retirement Plans Gains (Losses)		Foreign Currency Translation Adjustments		Total
Balance as of April 1, 2023	$	(2,766)	$	(2,468)	$	(5,234)
Other comprehensive (loss) income before reclassifications	(48)		224		176
Amounts reclassified from accumulated other comprehensive income	3		—		3
Net current period other comprehensive (loss) income	(45)		224		179
Balance as of June 30, 2023 (a)	$	(2,811)	$	(2,244)	$	(5,055)

(In millions)	Pension/Post-Retirement Plans Gains (Losses)		Foreign Currency Translation Adjustments		Total
Balance as of April 1, 2022	$	(3,137)	$	(1,542)	$	(4,679)
Other comprehensive income (loss) before reclassifications	154		(864)		(710)
Amounts reclassified from accumulated other comprehensive income	26		—		26
Net current period other comprehensive income (loss)	180		(864)		(684)
Balance as of June 30, 2022 (a)	$	(2,957)	$	(2,406)	$	(5,363)

(a) At June 30, 2023 and 2022, balances are net of deferred tax assets in pension and post-retirement plans gains (losses) of $1,370 million and $1,424 million, respectively, and net of deferred tax liability of $1 million and deferred tax assets of $13 million in foreign currency translation adjustments, respectively.

(In millions)	Pension/Post-Retirement Plans Gains (Losses)		Foreign Currency Translation Adjustments		Total
Balance as of January 1, 2023	$	(2,721)	$	(2,593)	$	(5,314)
Other comprehensive (loss) income before reclassifications	(96)		349		253
Amounts reclassified from accumulated other comprehensive loss	6		—		6
Net current period other comprehensive (loss) income	(90)		349		259
Balance as of June 30, 2023 (a)	$	(2,811)	$	(2,244)	$	(5,055)

(In millions)	Pension/Post-Retirement Plans Gains (Losses)		Foreign Currency Translation Adjustments		Total
Balance as of January 1, 2022	$	(3,202)	$	(1,373)	$	(4,575)
Other comprehensive income (loss) before reclassifications	189		(1,033)		(844)
Amounts reclassified from accumulated other comprehensive loss	56		—		56
Net current period other comprehensive income (loss)	245		(1,033)		(788)
Balance as of June 30, 2022 (a)	$	(2,957)	$	(2,406)	$	(5,363)

(a) At June 30, 2023 and 2022, balances are net of deferred tax assets in pension and post-retirement plans gains (losses) of $1,370 million and $1,424 million, respectively, and net of deferred tax liability of $1 million and deferred tax assets of $13 million in foreign currency translation adjustments, respectively.

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The components of other comprehensive (loss) income for the three and six months ended June 30, 2023 and 2022 are as follows:

Three Months Ended  June 30,	2023						2022
(In millions)	Pre-Tax		Tax (Credit)		Net of Tax		Pre-Tax		Tax (Credit)		Net of Tax
Foreign currency translation adjustments	$	223	$	(1)	$	224	$	(864)	$	—	$	(864)
Pension and post-retirement plans:
Amortization of (gains) losses included in net benefit (credit) cost:
Prior service credits (a)	(1)		—		(1)		(1)		—		(1)
Net actuarial losses (a)	5		1		4		38		11		27
Subtotal	4		1		3		37		11		26
Foreign currency translation adjustments	(59)		(16)		(43)		187		44		143
Effect of remeasurement	—		—		—		10		1		9
Effect of settlement	—		—		—		2		—		2
Other adjustments	(7)		(2)		(5)		—		—		—
Pension/post-retirement plans (losses) gains	(62)		(17)		(45)		236		56		180
Other comprehensive income (loss)	$	161	$	(18)	$	179	$	(628)	$	56	$	(684)

(a) Included in other net benefit credits in the consolidated statements of income. Income tax expense on net actuarial losses are included in income tax expense.

Six Months Ended June 30,	2023						2022
(In millions)	Pre-Tax		Tax (Credit)		Net of Tax		Pre-Tax		Tax (Credit)		Net of Tax
Foreign currency translation adjustments	$	342	$	(7)	$	349	$	(1,033)	$	—	$	(1,033)
Pension/post-retirement plans:
Amortization of (gains) losses included in net benefit (credit) cost:
Prior service credits (a)	(1)		—		(1)		(1)		—		(1)
Net actuarial losses (a)	10		3		7		77		20		57
Subtotal	9		3		6		76		20		56
Foreign currency translation adjustments	(122)		(31)		(91)		252		60		192
Effect of remeasurement	—		—		—		10		1		9
Effect of settlement	—		—		—		2		—		2
Other adjustments	(7)		(2)		(5)		(18)		(4)		(14)
Pension/post-retirement plans (losses) gains	(120)		(30)		(90)		322		77		245
Other comprehensive income (loss)	$	222	$	(37)	$	259	$	(711)	$	77	$	(788)

(a) Included in other net benefit credits in the consolidated statements of income. Income tax expense on net actuarial losses are included in income tax expense.

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8.     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 three acquisitions during the six months ended June 30, 2023:

•May – Marsh acquired Austral Insurance Brokers Pty Ltd, an Australia-based insurance broker that provides risk advice services and business insurance solutions in the labor hire, mining services, transport, manufacturing, agribusiness, retail and professional services sectors.

•June – Guy Carpenter acquired Re Solutions, an Israel-based reinsurance broker with actuarial and analytics capabilities and solutions, including an extensive facultative reinsurance offering, and Marsh & McLennan Agency ("MMA") acquired SOLV Risk Solutions, LLC, a Texas-based risk management advisory services firm.

The Consulting segment completed three acquisitions for the six months ended June 30, 2023:

•March – Mercer acquired Leapgen LLC, a Minnesota-based human resources consulting technology advisory firm focused on digital strategy and transformation, workforce solutions, and improving employee experience.

•April – Mercer acquired Westpac Banking Corporation’s ("Westpac") financial advisory business, Advance Asset Management, and completed the transfer from Westpac of BT Financial Group's personal and corporate pension funds to the Mercer Super Trust managed by Mercer Australia (referred to collectively, as the "Westpac Transaction"). Oliver Wyman Group acquired the business of Gorman Actuarial, Inc., a U.S.-based life and health actuarial consultant business.

Total purchase consideration for acquisitions made during the six months ended June 30, 2023 was $340 million, which consisted of cash paid of $332 million and deferred purchase and estimated contingent consideration of $8 million. Contingent 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. During the six months ended June 30, 2023, the Company also paid $51 million of deferred purchase consideration and $175 million of contingent consideration related to acquisitions made in prior years. 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 2023, based on the estimated fair values for the acquisitions as of their respective acquisition dates. Amounts in the table primarily reflect the impact of the Westpac Transaction.

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Acquisitions through June 30, 2023
(In millions)
Cash	$	332
Estimated fair value of deferred/contingent consideration	8
Total consideration	$	340
Allocation of purchase price:
Cash and cash equivalents	$	15
Cash and cash equivalents held in a fiduciary capacity	1
Net receivables	15
Goodwill	236
Other intangible assets	137
Total assets acquired	404
Current liabilities	29
Fiduciary liabilities	1
Other liabilities	34
Total liabilities assumed	64
Net assets acquired	$	340

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 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 other intangible assets acquired in 2023:

Other intangible assets through June 30, 2023 (In millions)	Amount		Weighted Average Amortization Period
Client relationships	$	137	10.2 years
Total other intangible assets	$	137

The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for both the three and six months ended June 30, 2023, include revenue of approximately $41 million and operating income of $9 million for acquisitions made in 2023. The consolidated statements of income for both the three and six months ended June 30, 2022 include revenue of approximately $6 million and operating loss of $1 million for acquisitions made in 2022.

In relation to the Westpac Transaction, the Company incurred approximately $10 million and $27 million of integration expenses for the three and six months ended June 30, 2023, respectively, primarily for technology,

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consulting, legal and people related costs. These costs are included in other operating expenses in the Company's consolidated statements of income.

Dispositions

In January 2023, the Company entered into an agreement for the sale of an individual financial advisory business in Canada which was completed in May 2023. As a result, the Company recorded a loss of $17 million for the six months ended June 30, 2023, primarily related to the write-down of the customer relationship intangible assets. The loss is included in revenue in the consolidated statements of income.

In connection with the disposition of the Mercer U.S. affinity business in 2022, the Company transferred to the buyer an additional $20 million of cash and cash equivalents held in a fiduciary capacity in the first quarter of 2023.

Prior year acquisitions

The Risk and Insurance Services segment completed sixteen acquisitions in 2022:

•January – MMA acquired Heil & Kay Insurance Agency Inc., an Illinois-based full-service broker providing business insurance, employee health benefits services and personal lines insurance.

•April – Marsh acquired the business of Regional Treaty Services Corporation, a Rhode Island-based managing general underwriter, which manages reinsurance facilities for small to midsize U.S.-based insurers primarily writing personal lines, small agriculture, and main street commercial business.

•June – MMA acquired Clark Insurance, a Maine-based full-service broker providing business insurance, employee health and benefits and private client services to businesses and individuals across the region.

•July – MMA acquired CS Insurance Strategies, Inc., an Illinois-based full-service broker providing employee health and benefits, business insurance, and risk management consulting services to organizations of all sizes across the U.S. and Suchanek Partners LLC, an Ohio-based employee benefits insurance broker.

•August – Marsh acquired Best Insurance Co. Ltd, a Japan-based insurance broker that provides affinity type schemes, general and personal lines insurance.

•September – MMA acquired Steinberg & Associates, Inc., a South Carolina-based insurance broker that primarily offers employee health benefit services to group clients and Leykell, Inc., a Texas-based full-service broker that provides specialty insurance focused on trade credit.

•October – MMA acquired Galbraith Group, a Texas-based employee health and benefits insurance broker.

•November – MMA acquired Focus Insurance and Financial Services, a Texas-based personal insurance broker and Bradley Insurance Agency, a commercial insurance broker in Knoxville, Tennessee, with expertise serving the hospitality and construction industries. Marsh increased its ownership interest in Beassur SARL, a Morocco-based multi-line insurance broker, from 35% to 70%.

•December – MMA acquired McDonald-Zaring Insurance, Inc., a Washington-based full-service broker focused on agri-business, wineries, crops and contractors, Chartwell Insurance Brokers, Inc., a Massachusetts-based full-service broker that specializes in commercial Property & Casualty insurance in the technology, financial services and non-profit space, and HMS Insurance Associates, Inc., a Maryland-based full-service broker providing commercial, surety, employee benefits, and personal lines insurance. Marsh acquired BHM Consultores S.A., d/b/a Grupo Mesos, a leading auto affinity insurance broker specialist in Chile that has extensive distribution partnerships with car dealerships, original equipment manufacturers and auto finance companies.

The Consulting segment completed four acquisitions in 2022:

•February – Oliver Wyman acquired Azure Consulting, an Australia-based management consulting firm with expertise in strategy development, organizational design and operations in the industrials, energy and natural resources sectors.

•March – Mercer acquired GeFi Assurances, a France-based brokerage and consulting firm specializing in collective corporate social protection.

•September – Oliver Wyman acquired Booz Allen Hamilton's strategy consulting business serving the Middle East and North Africa.

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•November – Oliver Wyman acquired the Avascent Group Ltd, an aerospace and defense management consulting firm focused on the corporate and private equity sectors based in the U.S., U.K., Canada and France.

Total purchase consideration for acquisitions made for the six months ended June 30, 2022 was approximately $158 million, which consisted of cash paid of $147 million and deferred purchase and estimated contingent consideration of $11 million. Contingent consideration arrangements are based primarily on EBITDA or revenue targets over a period of two to four years. For the first six months of 2022, the Company also paid $76 million of deferred purchase consideration and $34 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.

Prior year dispositions

In April 2022, Mercer sold its U.S. affinity business that provided insurance marketing, brokerage and administration to association and affinity groups for cash proceeds of approximately $140 million and recorded a gain of $112 million which is included in revenue in the consolidated statements of income.

In addition, during the first six months of 2022, the Company made certain other dispositions, the most significant of which was Mercer's sale of its retirement plan administration and call center operations in Brazil for cash proceeds of approximately $3 million.

Deconsolidation of Russia

In the first quarter of 2022, the Company concluded that it did not meet the accounting criteria for control over its wholly-owned Russian subsidiaries due to the evolving trade and economic sanctions against Russia and the related Russian counter sanctions. These sanctions included restrictions on payments to and from Russian companies and reduced currency access through official exchange markets that have significantly impacted the Company's ability to effectively manage and operate its Russian businesses.

As a result, the Company deconsolidated its Russian businesses effective as of the end of the first quarter of 2022, and recorded a loss of $39 million included in revenue in the consolidated statements of income. The loss consisted of the reclassification of cumulative translation losses from AOCI and a charge for the write-off of the Russian businesses' net assets.

In June 2022, the Company entered into a definitive agreement to exit its businesses in Russia and transfer ownership to local management pending regulatory approvals.

Purchase of remaining non-controlling interest

In the second quarter of 2023, the Company purchased the remaining interest in a subsidiary for $139 million.

Pro-Forma Information

The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company in 2023 and 2022. In accordance with accounting guidance related to pro-forma disclosures, the information presented for acquisitions made in 2023 is as if they occurred on January 1, 2022, and reflects acquisitions made in 2022, as if they occurred on January 1, 2021.

The unaudited pro-forma information includes the effects of amortization of acquired intangibles in all years. 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)	2023		2022		2023		2022
Revenue	$	5,878	$	5,478	$	11,855	$	11,145
Net income attributable to the Company	$	1,043