Unaudited Pro Forma Consolidated Financial Statements

EX-99.1 2 dex991.htm UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Financial Statements

Exhibit 99.1

Marsh & McLennan Companies, Inc.

Note to Unaudited Pro Form Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited pro forma financial information reflects the impact of the dispositions of Kroll Inc. and Kroll Laboratory Specialists (“Kroll”) on MMC’s operating results. The unaudited pro forma balance sheet as of March 31, 2010 is based on historical statements of MMC as of March 31, 2010, adjusted to reflect the impact of the disposition of the Kroll operations as if it had occurred on March 31, 2010. The unaudited pro forma statements of operations for the three months ended March 31, 2010 and the fiscal year ended December 31, 2009 are based on the historical financial statements of MMC for such periods after giving effect to the Kroll disposition as if it had occurred on January 1, 2009. The unaudited pro forma financial information should be read in conjunction with MMC’s consolidated financial statements and notes thereto contained in MMC’s 2009 Annual Report of Form 10-K filed on February 26, 2010, and MMC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed on May 7, 2010.

The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the transactions occurred on the respective date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Three-Months Ended March 31, 2010

(In millions, except per share figures)

(Unaudited)


	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	2,795		$	(160	)	$	2,635


Expense:
Compensation and Benefits		1,650			(75	)		1,575
Other Operating Expenses		706			(71	)		635
Goodwill Impairment Charge		—						—

Total Expense		2,356			(146	)		2,210


Operating Income		439			(14	)		425

Interest Income		4						4

Interest Expense		(60	)					(60	)

Investment Income (Loss)		8						8


Income Before Income Taxes		391			(14	)		377

Income Tax Expense		117			(14	)		103


Income From Continuing Operations		274			—			274

Less: Income Attributable to Non Controlling Interest		4			—			4


Income From Continuing Operations Attributable to MMC	$	270		$	—		$	270


Income From Continuing Operations Per Share
Basic	$	0.50					$	0.50

Fully Diluted	$	0.49					$	0.49


Average Number of Shares Outstanding
Basic		533						533

Fully Diluted		536						536

Shares Outstanding at 12/31		541						541

(1)	Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Year Ended December 31, 2009

(In millions, except per share figures)

(Unaudited)


	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	10,493		$	(662	)	$	9,831


Expense:
Compensation and Benefits		6,484			(302	)		6,182
Other Operating Expenses		3,185			(314	)		2,871
Goodwill Impairment Charge		315			(315	)		—

Total Expense		9,984			(931	)		9,053


Operating Income		509			269			778

Interest Income		17						17

Interest Expense		(241	)					(241	)

Investment Income (Loss)		(2	)					(2	)


Income Before Income Taxes		283			269			552

Income Tax Expense		41			(20	)		21


Income From Continuing Operations		242			289			531

Less: Income Attributable to Non Controlling Interest		15			(1	)		14


Income From Continuing Operations Attributable to MMC	$	227		$	290		$	517


Income From Continuing Operations Per Share
Basic	$	0.43					$	0.97

Fully Diluted	$	0.43					$	0.96


Average Number of Shares Outstanding
Basic		522						522

Fully Diluted		524						524

Shares Outstanding at 12/31		530						530

(1)	Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Year Ended December 31, 2008

(In millions, except per share figures)

(Unaudited)


	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	11,518		$	(788	)	$	10,730


Expense:
Compensation and Benefits		7,181			(351	)		6,830
Other Operating Expenses		3,549			(328	)		3,212
Goodwill Impairment Charge		540			(540	)		—

Total Expense		11,270			(1,219	)		10,051


Operating Income		248			431			679

Interest Income		48			-1			47

Interest Expense		(220	)					(220	)

Investment Income (Loss)		(12	)					(12	)


Income Before Income Taxes		64			430			494

Income Tax Expense		133			(20	)		113


Income (Loss) From Continuing Operations		(69	)		450			381

Less: Income Attributable to Non Controlling Interest		11						11


Income (Loss) From Continuing Operations Attributable to MMC	$	(80	)	$	450		$	370


Income (Loss) From Continuing Operations Per Share
Basic	$	(0.14	)				$	0.70

Fully Diluted	$	(0.15	)				$	0.70


Average Number of Shares Outstanding
Basic		514						514

Fully Diluted		514						515

Shares Outstanding at 12/31		514						514

(1)	Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Year Ended December 31, 2007

(In millions, except per share figures)

(Unaudited)


	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	11,135		$	(758	)	$	10,377


Expense:
Compensation and Benefits		6,937			(367	)		6,570
Other Operating Expenses		3,344			(301	)		3,043
Goodwill Impairment Charge		—			—			—

Total Expense		10,281			(668	)		9,613


Operating Income		854			(90	)		764

Interest Income		95			0			95

Interest Expense		(267	)		1			(266	)

Investment Income (Loss)		173						173


Income Before Income Taxes		855			(89	)		766

Income Tax Expense		298			(20	)		278


Income From Continuing Operations		557			(69	)		488

Less: Income Attributable to Non Controlling Interest		14			—			14


Income From Continuing Operations Attributable to MMC	$	543		$	(69	)	$	474


Income From Continuing Operations Per Share
Basic	$	0.98					$	0.86

Fully Diluted	$	0.98					$	0.85


Average Number of Shares Outstanding
Basic		539						539

Fully Diluted		542						542

Shares Outstanding at 12/31		520						520

(1)	Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Balance Sheet

March 31, 2010

(In millions)

(Unaudited)


	MMC As Reported			Kroll Disposition (1)			Pro-forma Adjustments			MMC Pro-Forma
ASSETS

Current assets:
Cash and cash equivalents	$	1,167		$			$	1,092	(2)	$	2,259
Net receivables		2,935			(134	)		265	(3)		3,066
Other current assets		490			(12	)					478


Total current assets		4,592			(146	)		1,357			5,803

Goodwill and intangible assets		7,250			(861	)					6,389
Fixed assets, net		920			(92	)					828
Pension-related Assets		140									140
Deferred tax Assets		1,096			(20	)					1,076
Other assets		964			(14	)					950


TOTAL ASSETS	$	14,962		$	(1,133	)	$	1,357		$	15,186


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Short-term debt	$	558		$			$			$	558
Accounts payable and accrued liabilities		1,870			(61	)					1,809
Accrued compensation and employee benefits		637			(22	)					615
Accrued income taxes		—			—						—
Dividends payable		109									109


Total current liabilities		3,174			(83	)					3,091

Fiduciary liabilities		3,909									3,909
Less—cash and investments held in a fiduciary capacity		(3,909	)								(3,909	)

		—									—

Long-term debt		3,032									3,032
Pension, postretirement and postemployment benefits		1,163			(2	)					1,161
Liabilities for errors and omissions		517									517
Other liabilities		1,062			(2	)					1,060

Common stock		561									561
Additional paid-in capital		1,109									1,109
Retained earnings		7,062			(1,056	)		1,357	(2,3)		7,363
Accumulated other comprehensive loss		(2,246	)		10						(2,236	)
Non-controlling interest		37									37

		6,523			(1,046	)		1,357			6,834
Less: Treasury shares, at cost		(509	)								(509	)

Total stockholders’ equity		6,014			(1,046	)		1,357			6,325


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,962		$	(1,133	)	$	1,357		$	15,186

(1)	Adjustment to eliminate the Kroll balance sheet at March 31, 2010. This excludes approximately $400 million of cash and intercompany balances that were settled with MMC and its subsidiaries and certain investments and other receivables that have been transferred to MMC.

(2)	Adjustment to reflect the cash proceeds on the sale of Kroll, including an estimated working capital adjustment, net of transaction expenses of approximately $50 million (i.e., investment banking fees, legal fees, audit fees, etc.).

(3)	Adjustment for the estimated tax benefit from the disposal of Kroll.