General
Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company") is a global professional services firm offering clients advice and solutions in risk, strategy and people. Its businesses include: Marsh, the insurance broker, intermediary and risk advisor;Guy Carpenter , the risk and reinsurance specialist; Mercer, the provider of HR and Investment related financial advice and services; andOliver Wyman , the management, economic and brand consultancy. With 76,000 colleagues worldwide and annual revenue of$17 billion , the Company provides analysis, advice and transactional capabilities to clients in more than 130 countries. The Company operates through two segments: • Risk and Insurance Services includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. The Company conducts business in this segment through Marsh andGuy Carpenter . • Consulting includes wealth, health and career consulting services and products, and specialized management, economic and brand consulting services. The Company conducts business in this segment through Mercer andOliver Wyman . A reconciliation of segment operating income to total operating income is included in Note 18 to the consolidated financial statements included in Part I Item 1 in this report. The accounting policies used for each segment are the same as those used for the consolidated financial statements. For information on the first quarter 2019 results and similar comparisons, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-Q for the quarterly period endedMarch 31, 2019 . Business Update Related To COVID-19 InMarch 2020 , theWorld Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak has become increasingly widespread around the world, including virtually every geography in which the Company operates. The pandemic has created uncertainty about the impact on the global economy. Governments have implemented various restrictions around the world, including closure of non-essential businesses, travel restrictions, shelter-in-place requirements and other restrictions. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has taken a number of precautionary steps to safeguard its business and colleagues from COVID-19, including, but not limited to, implementing travel restrictions, arranging work from home capabilities and flexible work policies. By the end of March, nearly all of the Company's colleagues were working fully in a remote work environment, with virtually no disruption in our ability to serve clients. The safety and well-being of our colleagues is our first priority. We have established a$5 million support fund for colleagues in need, as well as matching gifts for charitable contributions. The Company is monitoring and assessing the impact of the COVID-19 pandemic on a daily basis to ensure that we continue to adhere to guidelines and orders issued by federal, state and local governments. The Company has taken various actions to maintain liquidity in response to the potential impacts of COVID-19, including establishment of a new committed credit facility inApril 2020 , and actions to reduce expenses and capital expenditures. The ultimate extent of the COVID-19 impact to the Company will depend on numerous evolving factors and future developments that we are not able to predict. Factors that could adversely affect our financial statements related to the financial and operational impact of COVID-19 are outlined in "Item 1A - Risk Factors" in the Company's Form 10-Q. Acquisition of JLT OnApril 1, 2019 , the Company completed its previously announced acquisition (the "Transaction") of all of the outstanding shares of Jardine Lloyd Thompson Group plc ("JLT"), a public company organized under the laws ofEngland andWales . Under the terms of the Transaction, JLT shareholders received £19.15 in cash for each JLT share, which values JLT's existing issued and to be issued share capital at approximately £4.3 billion (or approximately$5.6 billion based on an exchange rate ofU.S. $1 .31:£1). 36
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JLT's results of operations for the periodJanuary 1, 2019 throughMarch 31, 2019 are not included in the Company's results of operation for 2019. By virtue of the acquisition of JLT, the Company assumed the legal liabilities and became responsible for JLT's litigation and regulatory exposures as ofApril 1, 2019 . Please see the "Risk Factors" section of our most recently filed Annual Report on Form 10-K for risks associated with the acquisition. The Company's results for the three month period endedMarch 31, 2020 was impacted by JLT related acquisition, restructuring and integration costs as well as legacy MMC restructuring programs as discussed in Note 15 to the consolidated financial statements. Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8 to the consolidated financial statements. This Management's Discussion & Analysis ("MD&A") contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. See "Information Concerning Forward-Looking Statements" at the outset of this report.
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