Management's Discussion and Analysis of Financial Condition and Results of Operations.
References in this report are to Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company" or "Marsh"), unless the context otherwise requires. Effective January 14, 2026, the Company updated its brand name from Marsh McLennan to Marsh and the brand names of Marsh and Oliver Wyman Group businesses to Marsh Risk ("Risk") and Marsh Management Consulting ("Management Consulting"), respectively. As a result of the Company's previously announced brand change, results that were previously reported under our Guy Carpenter business will now be reported as "Reinsurance" and results that were previously reported as Mercer will now be reported as "People and Investments". Within People and Investments, results for Wealth will now be reported as "Investments and Retirement", Health will now be reported as "Health and Benefits" and Career will now be reported as "Workforce and Rewards". References to the Company and its businesses in this report reflect these changes.
The changes to the brand names had no impact on the Company's operating and reporting segments.
General
Marsh is a global professional services firm in the areas of risk, reinsurance and capital, people and investments, and management consulting, advising clients in 130 countries. With an annual revenue of $27.0 billion and more than 95,000 colleagues, Marsh helps build the confidence to thrive through the power of perspective.
The Company conducts business through two segments:
•Risk and Insurance Services: risk management activities and insurance/reinsurance broking and services, conducted through Risk and Reinsurance.
•Consulting: investments and retirement, health and benefits, and workforce and rewards solutions and products, and specialized management, strategic, economic and brand consulting services conducted through People and Investments and Management Consulting.
The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company's consolidated results for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025, and should be read in conjunction with the consolidated financial statements and notes. This section also includes a discussion of the key drivers impacting the Company's financial results of operations both on a consolidated basis and by reportable segments.
We describe the primary sources of revenue and categories of expense for each reportable segment in the discussion of segment financial results. A reconciliation of segment operating income to total operating income is included in Note 18, Segment Information, in the notes to the consolidated financial statements included in Part I, Item 1, of this report.
For information and comparability of the Company's results of operations and liquidity and capital resources for the three and nine months ended September 30, 2025, refer to "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Form 10-Q for the quarter ended September 30, 2025.
This MD&A contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Refer to "Information Concerning Forward-Looking Statements" at the outset of this report.
Non-GAAP measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (U.S.), referred to as in accordance with "GAAP" or "reported" results. The Company also refers to and presents a non-GAAP financial measure in non-GAAP revenue, within the meaning of Regulation G and Item 10(e) of Regulation S-K in accordance with the Securities Exchange Act of 1934. The Company has included a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP as part of the consolidated revenue and expense discussion. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The Company believes this non-GAAP financial measure provides useful supplemental information that enables investors to better compare the Company's performance across periods. Management also uses this measure internally to assess the operating performance of its businesses and to decide how to allocate resources. However, investors should not consider this non-GAAP measure in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies.
Financial Highlights
•Consolidated revenue for the three months ended September 30, 2026 was $6.9 billion, an increase of 8%, or 5% on an underlying basis. For the nine months ended September 30, 2026, consolidated revenue was $21.9 billion, an increase of 7%, or 5% on an underlying basis.
•Consolidated operating income for the three months ended September 30, 2026 was $1.2 billion, an increase of 4%, compared to the corresponding quarter in the prior year. Net income attributable to the Company was $808 million. Earnings per share on a diluted basis was $1.69, an increase of 12% compared to the corresponding quarter in the prior year. For the nine months ended September 30, 2026, consolidated operating income was $4.9 billion, a decrease of 3%, compared to the corresponding period in the prior year. Net income attributable to the Company was $3.2 billion. Earnings per share on a diluted basis was $6.68, a decrease of 1% compared to the corresponding period in the prior year.
•Risk and Insurance Services revenue for the three months ended September 30, 2026 was $4.2 billion, an increase of 7%, or 3% on an underlying basis. Operating income was $745 million, compared with $750 million for the corresponding quarter in the prior year. For the nine months ended September 30, 2026, Risk and Insurance Services revenue was $14.1 billion, an increase of 6%, or 3% on an underlying basis. Operating income was $3.5 billion, compared with $3.8 billion for the corresponding period in the prior year.
•Risk's revenue for the three months ended September 30, 2026 was $3.7 billion, an increase of 10%, or 5% on an underlying basis. For the nine months ended September 30, 2026, Risk's revenue was $11.5 billion, an increase of 8%, or 4% on an underlying basis. Reinsurance revenue for the three months ended September 30, 2026 was $374 million, a decrease of 6% on a reported and underlying basis. For the nine months ended September 30, 2026, Reinsurance revenue was $2.3 billion, flat compared to the corresponding period in the prior year and a decrease of 1% on an underlying basis.
•Consulting revenue for the three months ended September 30, 2026 was $2.7 billion, an increase of 9%, or 8% on an underlying basis. Operating income was $563 million, compared with $501 million for the corresponding quarter in the prior year. For the nine months ended September 30, 2026, Consulting revenue was $7.8 billion, an increase of 10%, or 7% on an underlying basis. Operating income was $1.6 billion, compared with $1.4 billion for the corresponding period in the prior year.
•People and Investments revenue for the three months ended September 30, 2026 was $1.7 billion, an increase of 6%, or 5% on an underlying basis. For the nine months ended September 30, 2026, People and Investments revenue was $4.9 billion, an increase of 8%, or 5% on an underlying basis. Management Consulting's revenue for the three months ended September 30, 2026 was $1.0 billion, an increase of 14% on both a reported and an underlying basis. For the nine months ended September 30, 2026, Management Consulting's revenue was $2.9 billion, an increase of 13%, or 11% on an underlying basis.
•For the three and nine months ended September 30, 2026, the Company recorded a charge of $144 million and $569 million, respectively, net of insurance proceeds, related to the Greensill settlement. Additional information on this matter is included in Note 17, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements.
•In July 2026, the Company acquired the remaining 60% ownership shares in Deasterra Partners, S.L., a Spain-based insurance broker, and recorded a remeasurement gain of $126 million.
•The Company's results of operations for the three and nine months ended September 30, 2026 included restructuring costs of $79 million and $182 million, respectively, related primarily to severance, lease exit charges, and consulting and outside services.
•The Company completed 8 acquisitions in 2026 for a total purchase consideration of $550 million.
•The Company's effective tax rate for the three and nine months ended September 30, 2026 was 21.3% and 23.8%, respectively.
•In September 2026, the Company repaid a €550 million 1.349% senior note at maturity.
•The Company repurchased approximately 2.7 million shares for $500 million in the third quarter of 2026. For the nine months ended September 30, 2026, the Company repurchased 11.4 million shares for $2.0 billion.
•In September 2026, the Board of Directors of the Company declared a quarterly dividend of $0.990 per share on outstanding common stock, payable in November 2026.
* * * * *
Geopolitical, macroeconomic and other external factors, including the conflict in the Middle East and other wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation, changes in insurance premium rates and extreme weather events could impact our business, financial condition, results of operations and cash flows. For more information about these risks, please see "Part I, Item 1A. Risk Factors" in our annual Report on Form 10-K for the year ended December 31, 2025.
For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.
Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Consolidated Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
(In millions, except per share data)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Revenue
|
$
|
6,863
|
|
|
$
|
6,351
|
|
|
$
|
21,864
|
|
|
$
|
20,386
|
|
|
Expense:
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
4,078
|
|
|
3,894
|
|
|
12,349
|
|
|
11,639
|
|
|
Other operating expenses
|
1,570
|
|
|
1,287
|
|
|
4,647
|
|
|
3,743
|
|
|
Operating expenses
|
5,648
|
|
|
5,181
|
|
|
16,996
|
|
|
15,382
|
|
|
Operating income
|
$
|
1,215
|
|
|
$
|
1,170
|
|
|
$
|
4,868
|
|
|
$
|
5,004
|
|
|
Income before income taxes
|
$
|
1,033
|
|
|
$
|
1,010
|
|
|
$
|
4,316
|
|
|
$
|
4,483
|
|
|
Net income before non-controlling interests
|
$
|
812
|
|
|
$
|
757
|
|
|
$
|
3,289
|
|
|
$
|
3,400
|
|
|
Net income attributable to the Company
|
$
|
808
|
|
|
$
|
747
|
|
|
$
|
3,220
|
|
|
$
|
3,339
|
|
|
Net income per share attributable to the Company:
|
|
|
|
|
|
|
|
|
- Basic
|
$
|
1.70
|
|
|
$
|
1.52
|
|
|
$
|
6.71
|
|
|
$
|
6.79
|
|
|
- Diluted
|
$
|
1.69
|
|
|
$
|
1.51
|
|
|
$
|
6.68
|
|
|
$
|
6.75
|
|
|
Average number of shares outstanding:
|
|
|
|
|
|
|
|
|
- Basic
|
476
|
|
|
491
|
|
|
480
|
|
|
492
|
|
|
- Diluted
|
479
|
|
|
494
|
|
|
482
|
|
|
495
|
|
|
Shares outstanding at September 30,
|
475
|
|
|
490
|
|
|
475
|
|
|
490
|
|
Consolidated operating income increased $45 million, or 4% to $1.2 billion for the three months ended September 30, 2026, compared to the corresponding quarter in the prior year, reflecting an 8% increase in revenue and a 9% increase in expenses. Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 7% and 9%, respectively. Revenue for Risk and Insurances Services includes a remeasurement gain of $126 million as a result of the step-up to fair value of the previously held equity method investment in Deasterra Partners, S.L. (the "Remeasurement Gain"). Expenses include a charge of $144 million, net of insurance proceeds, related to the Greensill settlement.
Consolidated operating income decreased $136 million, or 3% to $4.9 billion for the nine months ended September 30, 2026, compared to $5.0 billion for the corresponding period in the prior year, reflecting a 7% increase in revenue and an 10% increase in expenses. Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 6% and 10%, respectively. Expenses include a charge of $569 million, net of insurance proceeds, related to the Greensill settlement.
For the nine months ended September 30, 2026, foreign exchange movements associated with the weakening of the U.S. dollar increased consolidated revenue and expenses by approximately 1%, and operating income by approximately 2%.
Diluted earnings per share for the three months ended September 30, 2026 increased to $1.69 from $1.51, or 12% from the prior year, reflecting an increase in operating income. For the nine months ended September 30, 2026, diluted earnings per share decreased to $6.68 from $6.75, or 1% from the prior year, reflecting a decrease in operating income.
Consolidated Revenue and Expense
Revenue - Non-GAAP Revenue and Components of Change
The Company advises clients in 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue. Non-GAAP revenue measures the change in revenue from one period to the next by isolating these impacts on an underlying revenue basis. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The non-GAAP revenue measure is presented on a constant currency basis excluding the impact of foreign currency fluctuations. The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates.
The percentage change for acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.
The following tables present the Company's non-GAAP revenue for the three and nine months ended September 30, 2026 and 2025, and the related non-GAAP underlying revenue change:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
(In millions, except percentages)
|
GAAP Revenue
|
% Change
GAAP Revenue*
|
|
Non-GAAP Revenue
|
Non-GAAP Underlying Revenue*
|
|
2026
|
2025
|
|
2026
|
2025
|
|
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
Risk
|
$
|
3,726
|
|
$
|
3,400
|
|
10
|
%
|
|
$
|
3,554
|
|
$
|
3,397
|
|
5
|
%
|
|
Reinsurance
|
374
|
|
398
|
|
(6)
|
%
|
|
373
|
|
398
|
|
(6)
|
%
|
|
Subtotal
|
4,100
|
|
3,798
|
|
8
|
%
|
|
3,927
|
|
3,795
|
|
4
|
%
|
|
Fiduciary interest income
|
100
|
|
109
|
|
|
|
100
|
|
109
|
|
|
|
Total Risk and Insurance Services
|
4,200
|
|
3,907
|
|
7
|
%
|
|
4,027
|
|
3,904
|
|
3
|
%
|
|
Consulting
|
|
|
|
|
|
|
|
|
People and Investments
|
1,672
|
|
1,579
|
|
6
|
%
|
|
1,646
|
|
1,570
|
|
5
|
%
|
|
Management Consulting
|
1,013
|
|
886
|
|
14
|
%
|
|
1,005
|
|
887
|
|
14
|
%
|
|
Total Consulting
|
2,685
|
|
2,465
|
|
9
|
%
|
|
2,651
|
|
2,457
|
|
8
|
%
|
|
Corporate Eliminations
|
(22)
|
|
(21)
|
|
|
|
(22)
|
|
(21)
|
|
|
|
Total Revenue
|
$
|
6,863
|
|
$
|
6,351
|
|
8
|
%
|
|
$
|
6,656
|
|
$
|
6,340
|
|
5
|
%
|
The following table provides more detailed revenue information for certain of the components presented in the previous table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
(In millions, except percentages)
|
GAAP Revenue
|
% Change
GAAP Revenue*
|
|
Non-GAAP Revenue
|
Non-GAAP Underlying Revenue*
|
|
2026
|
2025
|
|
2026
|
2025
|
|
Risk:
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
994
|
|
$
|
813
|
|
22
|
%
|
|
$
|
861
|
|
$
|
803
|
|
7
|
%
|
|
Asia Pacific
|
384
|
|
361
|
|
6
|
%
|
|
378
|
|
363
|
|
4
|
%
|
|
Latin America
|
147
|
|
137
|
|
7
|
%
|
|
138
|
|
138
|
|
-
|
|
|
Total International
|
1,525
|
|
1,311
|
|
16
|
%
|
|
1,377
|
|
1,304
|
|
6
|
%
|
|
U.S./Canada
|
2,201
|
|
2,089
|
|
5
|
%
|
|
2,177
|
|
2,093
|
|
4
|
%
|
|
Total Risk
|
$
|
3,726
|
|
$
|
3,400
|
|
10
|
%
|
|
$
|
3,554
|
|
$
|
3,397
|
|
5
|
%
|
|
People and Investments:
|
|
|
|
|
|
|
|
|
Investments and Retirement
|
$
|
762
|
|
$
|
705
|
|
8
|
%
|
|
$
|
749
|
|
$
|
695
|
|
8
|
%
|
|
Health and Benefits
|
578
|
|
555
|
|
4
|
%
|
|
575
|
|
550
|
|
5
|
%
|
|
Workforce and Rewards
|
332
|
|
319
|
|
4
|
%
|
|
322
|
|
325
|
|
(1)
|
%
|
|
Total People and Investments
|
$
|
1,672
|
|
$
|
1,579
|
|
6
|
%
|
|
$
|
1,646
|
|
$
|
1,570
|
|
5
|
%
|
(*) Rounded to whole percentages.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
(In millions, except percentages)
|
GAAP Revenue
|
% Change
GAAP Revenue*
|
|
Non-GAAP Revenue
|
Non-GAAP Underlying Revenue*
|
|
2026
|
2025
|
|
2026
|
2025
|
|
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
Risk
|
$
|
11,523
|
|
$
|
10,702
|
|
8
|
%
|
|
$
|
11,146
|
|
$
|
10,677
|
|
4
|
%
|
|
Reinsurance
|
2,278
|
|
2,281
|
|
-
|
|
|
2,250
|
|
2,269
|
|
(1)
|
%
|
|
Subtotal
|
13,801
|
|
12,983
|
|
6
|
%
|
|
13,396
|
|
12,946
|
|
3
|
%
|
|
Fiduciary interest income
|
273
|
|
311
|
|
|
|
271
|
|
311
|
|
|
|
Total Risk and Insurance Services
|
14,074
|
|
13,294
|
|
6
|
%
|
|
13,667
|
|
13,257
|
|
3
|
%
|
|
Consulting
|
|
|
|
|
|
|
|
|
People and Investments
|
4,931
|
|
4,573
|
|
8
|
%
|
|
4,762
|
|
4,545
|
|
5
|
%
|
|
Management Consulting
|
2,914
|
|
2,577
|
|
13
|
%
|
|
2,865
|
|
2,578
|
|
11
|
%
|
|
Total Consulting
|
7,845
|
|
7,150
|
|
10
|
%
|
|
7,627
|
|
7,123
|
|
7
|
%
|
|
Corporate Eliminations
|
(55)
|
|
(58)
|
|
|
|
(55)
|
|
(58)
|
|
|
|
Total Revenue
|
$
|
21,864
|
|
$
|
20,386
|
|
7
|
%
|
|
$
|
21,239
|
|
$
|
20,322
|
|
5
|
%
|
The following table provides more detailed revenue information for certain of the components presented in the previous table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
(In millions, except percentages)
|
GAAP Revenue
|
% Change
GAAP Revenue*
|
|
Non-GAAP Revenue
|
Non-GAAP Underlying Revenue*
|
|
2026
|
2025
|
|
2026
|
2025
|
|
Risk:
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
3,265
|
|
$
|
2,878
|
|
13
|
%
|
|
$
|
3,030
|
|
$
|
2,858
|
|
6
|
%
|
|
Asia Pacific
|
1,192
|
|
1,105
|
|
8
|
%
|
|
1,156
|
|
1,105
|
|
5
|
%
|
|
Latin America
|
436
|
|
393
|
|
11
|
%
|
|
408
|
|
395
|
|
3
|
%
|
|
Total International
|
4,893
|
|
4,376
|
|
12
|
%
|
|
4,594
|
|
4,358
|
|
5
|
%
|
|
U.S./Canada
|
6,630
|
|
6,326
|
|
5
|
%
|
|
6,552
|
|
6,319
|
|
4
|
%
|
|
Total Risk
|
$
|
11,523
|
|
$
|
10,702
|
|
8
|
%
|
|
$
|
11,146
|
|
$
|
10,677
|
|
4
|
%
|
|
People and Investments:
|
|
|
|
|
|
|
|
|
Investments and Retirement
|
$
|
2,254
|
|
$
|
2,060
|
|
9
|
%
|
|
$
|
2,170
|
|
$
|
2,030
|
|
7
|
%
|
|
Health and Benefits
|
1,850
|
|
1,757
|
|
5
|
%
|
|
1,820
|
|
1,739
|
|
5
|
%
|
|
Workforce and Rewards
|
827
|
|
756
|
|
9
|
%
|
|
772
|
|
776
|
|
(1)
|
%
|
|
Total People and Investments
|
$
|
4,931
|
|
$
|
4,573
|
|
8
|
%
|
|
$
|
4,762
|
|
$
|
4,545
|
|
5
|
%
|
(*) Rounded to whole percentages.
Revenue - Reconciliation of Non-GAAP Measures
The following tables provide the reconciliation of GAAP revenue to Non-GAAP revenue for the three and nine months ended September 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026
|
|
2025
|
|
Three Months Ended September 30,
(In millions)
|
GAAP Revenue
|
|
Currency Impact
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
GAAP Revenue
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk
|
$
|
3,726
|
|
|
$
|
(2)
|
|
|
$
|
(170)
|
|
|
$
|
3,554
|
|
|
$
|
3,400
|
|
|
$
|
(3)
|
|
|
$
|
3,397
|
|
|
Reinsurance
|
374
|
|
|
(1)
|
|
|
-
|
|
|
373
|
|
|
398
|
|
|
-
|
|
|
398
|
|
|
Subtotal
|
4,100
|
|
|
(3)
|
|
|
(170)
|
|
|
3,927
|
|
|
3,798
|
|
|
(3)
|
|
|
3,795
|
|
|
Fiduciary interest income
|
100
|
|
|
-
|
|
|
-
|
|
|
100
|
|
|
109
|
|
|
-
|
|
|
109
|
|
|
Total Risk and Insurance Services
|
4,200
|
|
|
(3)
|
|
|
(170)
|
|
|
4,027
|
|
|
3,907
|
|
|
(3)
|
|
|
3,904
|
|
|
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
People and Investments
|
1,672
|
|
|
(6)
|
|
|
(20)
|
|
|
1,646
|
|
|
1,579
|
|
|
(9)
|
|
|
1,570
|
|
|
Management Consulting
|
1,013
|
|
|
3
|
|
|
(11)
|
|
|
1,005
|
|
|
886
|
|
|
1
|
|
|
887
|
|
|
Total Consulting
|
2,685
|
|
|
(3)
|
|
|
(31)
|
|
|
2,651
|
|
|
2,465
|
|
|
(8)
|
|
|
2,457
|
|
|
Corporate Eliminations
|
(22)
|
|
|
-
|
|
|
-
|
|
|
(22)
|
|
|
(21)
|
|
|
-
|
|
|
(21)
|
|
|
Total Revenue
|
$
|
6,863
|
|
|
$
|
(6)
|
|
|
$
|
(201)
|
|
|
$
|
6,656
|
|
|
$
|
6,351
|
|
|
$
|
(11)
|
|
|
$
|
6,340
|
|
The following table provides more detailed revenue information for certain of the components presented in the previous table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026
|
|
2025
|
|
Three Months Ended September 30,
(In millions)
|
GAAP Revenue
|
|
Currency Impact
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
GAAP Revenue
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
Risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
994
|
|
|
$
|
8
|
|
|
$
|
(141)
|
|
|
$
|
861
|
|
|
$
|
813
|
|
|
$
|
(10)
|
|
|
$
|
803
|
|
|
Asia Pacific
|
384
|
|
|
(3)
|
|
|
(3)
|
|
|
378
|
|
|
361
|
|
|
2
|
|
|
363
|
|
|
Latin America
|
147
|
|
|
(9)
|
|
|
-
|
|
|
138
|
|
|
137
|
|
|
1
|
|
|
138
|
|
|
Total International
|
1,525
|
|
|
(4)
|
|
|
(144)
|
|
|
1,377
|
|
|
1,311
|
|
|
(7)
|
|
|
1,304
|
|
|
U.S./Canada
|
2,201
|
|
|
2
|
|
|
(26)
|
|
|
2,177
|
|
|
2,089
|
|
|
4
|
|
|
2,093
|
|
|
Total Risk
|
$
|
3,726
|
|
|
$
|
(2)
|
|
|
$
|
(170)
|
|
|
$
|
3,554
|
|
|
$
|
3,400
|
|
|
$
|
(3)
|
|
|
$
|
3,397
|
|
|
People and Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and Retirement
|
$
|
762
|
|
|
$
|
(7)
|
|
|
$
|
(6)
|
|
|
$
|
749
|
|
|
$
|
705
|
|
|
$
|
(10)
|
|
|
$
|
695
|
|
|
Health and Benefits
|
578
|
|
|
(1)
|
|
|
(2)
|
|
|
575
|
|
|
555
|
|
|
(5)
|
|
|
550
|
|
|
Workforce and Rewards
|
332
|
|
|
2
|
|
|
(12)
|
|
|
322
|
|
|
319
|
|
|
6
|
|
|
325
|
|
|
Total People and Investments
|
$
|
1,672
|
|
|
$
|
(6)
|
|
|
$
|
(20)
|
|
|
$
|
1,646
|
|
|
$
|
1,579
|
|
|
$
|
(9)
|
|
|
$
|
1,570
|
|
Note: Amounts in the tables above are rounded to whole numbers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026
|
|
2025
|
|
Nine Months Ended September 30,
(In millions)
|
GAAP Revenue
|
|
Currency Impact
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
GAAP Revenue
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk
|
$
|
11,523
|
|
|
$
|
(138)
|
|
|
$
|
(239)
|
|
|
$
|
11,146
|
|
|
$
|
10,702
|
|
|
$
|
(25)
|
|
|
$
|
10,677
|
|
|
Reinsurance
|
2,278
|
|
|
(27)
|
|
|
(1)
|
|
|
2,250
|
|
|
2,281
|
|
|
(12)
|
|
|
2,269
|
|
|
Subtotal
|
13,801
|
|
|
(165)
|
|
|
(240)
|
|
|
13,396
|
|
|
12,983
|
|
|
(37)
|
|
|
12,946
|
|
|
Fiduciary interest income
|
273
|
|
|
(2)
|
|
|
-
|
|
|
271
|
|
|
311
|
|
|
-
|
|
|
311
|
|
|
Total Risk and Insurance Services
|
14,074
|
|
|
(167)
|
|
|
(240)
|
|
|
13,667
|
|
|
13,294
|
|
|
(37)
|
|
|
13,257
|
|
|
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
People and Investments
|
4,931
|
|
|
(97)
|
|
|
(72)
|
|
|
4,762
|
|
|
4,573
|
|
|
(28)
|
|
|
4,545
|
|
|
Management Consulting
|
2,914
|
|
|
(33)
|
|
|
(16)
|
|
|
2,865
|
|
|
2,577
|
|
|
1
|
|
|
2,578
|
|
|
Total Consulting
|
7,845
|
|
|
(130)
|
|
|
(88)
|
|
|
7,627
|
|
|
7,150
|
|
|
(27)
|
|
|
7,123
|
|
|
Corporate Eliminations
|
(55)
|
|
|
-
|
|
|
-
|
|
|
(55)
|
|
|
(58)
|
|
|
-
|
|
|
(58)
|
|
|
Total Revenue
|
$
|
21,864
|
|
|
$
|
(297)
|
|
|
$
|
(328)
|
|
|
$
|
21,239
|
|
|
$
|
20,386
|
|
|
$
|
(64)
|
|
|
$
|
20,322
|
|
The following table provides more detailed revenue information for certain of the components presented in the previous table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026
|
|
2025
|
|
Nine Months Ended September 30,
(In millions)
|
GAAP Revenue
|
|
Currency Impact
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
GAAP Revenue
|
|
Acquisitions/
Dispositions/
Other Impact
|
|
Non-GAAP Revenue
|
|
Risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
3,265
|
|
|
$
|
(83)
|
|
|
$
|
(152)
|
|
|
$
|
3,030
|
|
|
$
|
2,878
|
|
|
$
|
(20)
|
|
|
$
|
2,858
|
|
|
Asia Pacific
|
1,192
|
|
|
(25)
|
|
|
(11)
|
|
|
1,156
|
|
|
1,105
|
|
|
-
|
|
|
1,105
|
|
|
Latin America
|
436
|
|
|
(28)
|
|
|
-
|
|
|
408
|
|
|
393
|
|
|
2
|
|
|
395
|
|
|
Total International
|
4,893
|
|
|
(136)
|
|
|
(163)
|
|
|
4,594
|
|
|
4,376
|
|
|
(18)
|
|
|
4,358
|
|
|
U.S./Canada
|
6,630
|
|
|
(2)
|
|
|
(76)
|
|
|
6,552
|
|
|
6,326
|
|
|
(7)
|
|
|
6,319
|
|
|
Total Risk
|
$
|
11,523
|
|
|
$
|
(138)
|
|
|
$
|
(239)
|
|
|
$
|
11,146
|
|
|
$
|
10,702
|
|
|
$
|
(25)
|
|
|
$
|
10,677
|
|
|
People and Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and Retirement
|
$
|
2,254
|
|
|
$
|
(62)
|
|
|
$
|
(22)
|
|
|
$
|
2,170
|
|
|
$
|
2,060
|
|
|
$
|
(30)
|
|
|
$
|
2,030
|
|
|
Health and Benefits
|
1,850
|
|
|
(25)
|
|
|
(5)
|
|
|
1,820
|
|
|
1,757
|
|
|
(18)
|
|
|
1,739
|
|
|
Workforce and Rewards
|
827
|
|
|
(10)
|
|
|
(45)
|
|
|
772
|
|
|
756
|
|
|
20
|
|
|
776
|
|
|
Total People and Investments
|
$
|
4,931
|
|
|
$
|
(97)
|
|
|
$
|
(72)
|
|
|
$
|
4,762
|
|
|
$
|
4,573
|
|
|
$
|
(28)
|
|
|
$
|
4,545
|
|
Note: Amounts in the tables above are rounded to whole numbers.
Consolidated Revenue
Consolidated revenue increased $512 million, or 8%, to $6.9 billion for the three months ended September 30, 2026, compared to $6.4 billion for the three months ended September 30, 2025. Consolidated revenue increased 5% on an underlying basis and 3% from acquisitions. On an underlying basis, revenue increased 3% and 8% for the three months ended September 30, 2026, in the Risk and Insurance Services and Consulting segments, respectively.
Consolidated revenue increased $1.5 billion, or 7%, to $21.9 billion for the nine months ended September 30, 2026, compared to $20.4 billion for the nine months ended September 30, 2025. Consolidated revenue increased 5% on an underlying basis, 1% from the impact of foreign currency translation and 1% from acquisitions. On an underlying basis, revenue increased 3% and 7% for the nine months ended September 30, 2026, in the Risk and Insurance Services and Consulting segments, respectively.
Consolidated revenue growth for the three and nine months ended September 30, 2026 reflects the continued demand for our advice and solutions.
Consolidated Operating Expenses
Consolidated operating expenses increased $467 million, or 9%, to $5.6 billion for the three months ended September 30, 2026, compared to $5.2 billion for the three months ended September 30, 2025. Expenses also reflect a 1% increase from the impact of acquisitions.
Consolidated operating expenses increased $1.6 billion, or 10%, to $17.0 billion for the nine months ended September 30, 2026, compared to $15.4 billion for the nine months ended September 30, 2025. Expenses also reflect a 1% increase from the impact of foreign currency translation and 1% from acquisitions.
Consolidated operating expenses for three and nine months ended September 30, 2026 reflect increased compensation and benefits, driven by higher base salaries and incentive compensation, and charges of $144 million and $569 million, respectively, net of insurance proceeds, related to the Greensill settlement.
Restructuring Activities
The Company incurred a total of $79 million and $182 million for restructuring costs for the three and nine months ended September 30, 2026, respectively.
In the third quarter of 2025, the Company launched a three-year program, Thrive (the "Program"), which focuses on brand strategy, delivering greater value to clients, accelerating growth and improving efficiency. The Company also announced the formation of Business Client Services ("BCS") to accelerate innovation and centralize investments in operational excellence, data, artificial intelligence and other analytics. BCS brings together operations and technology teams across the Company to improve client service through enhancing our technology and effective deployment of resources.
The Program will generate savings from process and automation efficiencies and optimization of our global operating model.
In the third quarter of 2026, the Company increased the Program cost estimates from $500 million to approximately $750 million, to be incurred over the duration of the Program. Costs include severance, technology and outside services. Total expected annualized savings increased from $400 million to approximately $600 million. The Company expects savings realized and charges incurred to be evenly distributed over the Program period.
The Company incurred $310 million of restructuring costs in connection with the Program through September 30, 2026, primarily severance. For the three and nine months ended September 30, 2026, costs incurred were $71 million and $160 million, respectively.
For the three months ended September 30, 2025, costs incurred in connection with the Program were $38 million related to severance and outside services.
The Company continues to refine its detailed plans for the Program which may change the timing, expected costs, and related savings.
Additional details are included in Note 15, Restructuring Costs, in the notes to the consolidated financial statements.
Risk and Insurance Services
The Company conducts business in its Risk and Insurance Services segment through Risk and Reinsurance. Risk is an insurance broker and risk advisor, offering risk management, insurance broking, insurance program management, risk consulting, analytical modeling and alternative risk financing services to a wide range of businesses, government entities, professional service organizations and individuals in over 130 countries. Reinsurance, the Company's reinsurance intermediary and advisor, provides specialized reinsurance broking, strategic advisory and actuarial services, and analytics solutions.
The results of operations for the Risk and Insurance Services segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
(In millions, except percentages)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Revenue
|
$
|
4,200
|
|
$
|
3,907
|
|
$
|
14,074
|
|
$
|
13,294
|
|
Compensation and benefits
|
2,521
|
|
2,424
|
|
7,710
|
|
7,337
|
|
Other operating expenses
|
934
|
|
733
|
|
2,830
|
|
2,151
|
|
Operating expenses
|
3,455
|
|
3,157
|
|
10,540
|
|
9,488
|
|
Operating income
|
$
|
745
|
|
$
|
750
|
|
$
|
3,534
|
|
$
|
3,806
|
|
Operating income margin
|
17.8
|
%
|
|
19.2
|
%
|
|
25.1
|
%
|
|
28.6
|
%
|
Revenue
Revenue in the Risk and Insurance Services segment increased $293 million, or 7%, to $4.2 billion for the three months ended September 30, 2026, compared to $3.9 billion for the three months ended September 30, 2025. Revenue increased 3% on an underlying basis and 4% from acquisitions.
Interest earned on fiduciary funds decreased $9 million to $100 million for the three months ended September 30, 2026, compared to $109 million for the three months ended September 30, 2025, due to lower average interest rates compared to the corresponding quarter in the prior year.
Revenue in the Risk and Insurance Services segment increased $780 million, or 6%, to $14.1 billion for the nine months ended September 30, 2026, compared to $13.3 billion for the nine months ended September 30, 2025. Revenue increased 3% on an underlying basis, 2% from acquisitions, and 1% from the impact of foreign currency translation.
Interest earned on fiduciary funds decreased $38 million to $273 million for the nine months ended September 30, 2026, compared to $311 million for the nine months ended September 30, 2025, due to lower average interest rates compared to the corresponding period in the prior year.
In the Risk and Insurance Services segment, underlying revenue growth for the three and nine months ended September 30, 2026 was driven by growth at Risk. Reinsurance's underlying revenue growth declined for the three and nine months ended September 30, 2026.
The underlying revenue growth at Risk for the three and nine months ended September 30, 2026 was driven by higher new business and renewal revenue, partially offset by declining insurance premium rates.
Risk's revenue increased $326 million, or 10%, to $3.7 billion for the three months ended September 30, 2026, compared to $3.4 billion for the three months ended September 30, 2025. This reflects an increase of 5% on an underlying basis and 5% from acquisitions and the remeasurement gain. U.S./Canada rose 4% on an underlying basis. Total International produced underlying revenue growth of 6%, reflecting growth of 7% in EMEA and 4% in Asia Pacific. Latin America was flat compared to the corresponding period in the prior year.
Risk's revenue increased $821 million, or 8%, to $11.5 billion for the nine months ended September 30, 2026, compared to $10.7 billion for the nine months ended September 30, 2025. This reflects an increase of 4% on an underlying basis, 2% from acquisitions, and 1% from the impact of foreign currency translation. U.S./Canada rose 4% on an underlying basis. Total International operations produced underlying revenue growth of 5%, reflecting growth of 6% in EMEA, 5% in Asia Pacific, and 3% in Latin America.
Reinsurance's revenue decreased $24 million, or 6%, to $374 million for the three months ended September 30, 2026, compared to $398 million for the three months ended September 30, 2025. On an underlying basis this reflects a decrease of 6% driven primarily by declining reinsurance premium rates.
Reinsurance's revenue was $2.3 billion for the nine months ended September 30, 2026, flat compared to the corresponding period in the prior year. This reflects a decrease of 1% on an underlying basis, offset by the impact of foreign currency translation of 1%.
The Risk and Insurance Services segment completed six acquisitions for the nine months ended September 30, 2026. Information regarding these acquisitions is included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Operating Expenses
Expenses in the Risk and Insurances Services segment increased $298 million, or 9%, to $3.5 billion for the three months ended September 30, 2026, compared to $3.2 billion for the three months ended September 30, 2025. Expenses reflect an increase of 1% from acquisitions.
Expenses in the Risk and Insurances Services segment increased $1.1 billion, or 11%, to $10.5 billion for the nine months ended September 30, 2026, compared to $9.5 billion for the nine months ended September 30, 2025. Expenses reflect an increase of 1% from the impact of foreign currency translation and 1% from acquisitions.
Expenses for the three and nine months ended September 30, 2026 include charges of $144 million and $569 million, respectively, net of insurance proceeds, related to the Greensill settlement. Expenses also reflect increased compensation and benefits, driven primarily by higher base salaries.
Consulting
The Company conducts business in its Consulting segment through People and Investments and Management Consulting. People and Investments helps clients achieve their investment objectives, shape the future of work, and improve health and retirement outcomes through advice, solutions, and products. Management Consulting offers management consulting and advisory services across various industries.
The results of operations for the Consulting segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
(In millions, except percentages)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Revenue
|
$
|
2,685
|
|
$
|
2,465
|
|
$
|
7,845
|
|
$
|
7,150
|
|
Compensation and benefits
|
1,523
|
|
1,429
|
|
4,522
|
|
4,190
|
|
Other operating expenses
|
599
|
|
535
|
|
1,733
|
|
1,547
|
|
Operating expenses
|
2,122
|
|
1,964
|
|
6,255
|
|
5,737
|
|
Operating income
|
$
|
563
|
|
$
|
501
|
|
$
|
1,590
|
|
$
|
1,413
|
|
Operating income margin
|
21.0
|
%
|
|
20.3
|
%
|
|
20.3
|
%
|
|
19.8
|
%
|
Revenue
Consulting revenue increased $220 million, or 9%, to $2.7 billion for the three months ended September 30, 2026, compared to $2.5 billion for the three months ended September 30, 2025. This reflects an increase of 8% on an underlying basis and 1% from acquisitions.
Consulting revenue increased $695 million, or 10%, to $7.8 billion for the nine months ended September 30, 2026, compared to $7.2 billion for the nine months ended September 30, 2025. This reflects an increase of 7% on an underlying basis, 2% from the impact of foreign currency translation, and 1% from acquisitions.
In Consulting, underlying revenue growth for the three and nine months ended September 30, 2026 was driven by growth in both People and Investments, and Management Consulting.
People and Investments revenue increased $93 million, or 6%, to $1.7 billion for the three months ended September 30, 2026, compared to $1.6 billion for the three months ended September 30, 2025. This reflects an increase of 5% on an underlying basis and 1% from acquisitions. On an underlying basis, revenue for Investments and Retirement increased 8%, Health and Benefits increased 5%, and Workforce and Rewards decreased 1%, as compared to the corresponding quarter in the prior year.
People and Investments revenue increased $358 million, or 8%, to $4.9 billion for the nine months ended September 30, 2026, compared to $4.6 billion for the nine months ended September 30, 2025. This reflects an increase of 5% on an underlying basis, 2% from the impact of foreign currency translation, and 1% from acquisitions. On an underlying basis, revenue for Investments and Retirement increased 7%, Health and Benefits increased 5%, and Workforce and Rewards decreased 1%, as compared to the corresponding period in the prior year.
Investments and Retirement growth was driven by investment management, primarily reflecting positive net flows from new business and the impact of capital markets. Health and Benefits reflected growth across all regions, particularly International. Workforce Rewards reflects a decline in International, partially offset by growth in the U.S.
Management Consulting's revenue increased $127 million, or 14%, to $1.0 billion for the three months ended September 30, 2026, compared to $886 million for the three months ended September 30, 2025. This reflects an increase of 14% on an underlying basis and 1% from acquisitions.
Management Consulting's revenue increased $337 million, or 13%, to $2.9 billion for the nine months ended September 30, 2026, compared to $2.6 billion for the nine months ended September 30, 2025. This reflects an increase of 11% on an underlying basis, and increases of 1% from both the impact of foreign currency translation and acquisitions.
The increase in underlying revenue growth at Management Consulting for the three and nine months ended September 30, 2026 was driven by growth in most regions.
The Consulting segment completed two acquisitions for the nine months ended September 30, 2026. Information regarding these acquisitions is included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Operating Expenses
Expenses in the Consulting segment increased $158 million, or 8%, to $2.1 billion for the three months ended September 30, 2026, compared to $2.0 billion for the three months ended September 30, 2025. Expenses reflect an increase of 1% from acquisitions.
Expenses in the Consulting segment increased $518 million, or 9%, to $6.3 billion for the nine months ended September 30, 2026, compared to $5.7 billion for the nine months ended September 30, 2025. Expenses reflect an increase of 2% from the impact of foreign currency translation and 1% from acquisitions.
Expenses for the three and nine months ended September 30, 2026 reflect increased compensation and benefits, driven by higher incentive compensation and base salaries.
Corporate and Other
Corporate expenses increased $12 million, or 16%, to $93 million for the three months ended September 30, 2026, compared to $81 million for the three months ended September 30, 2025. The increase primarily reflected higher restructuring costs compared to the corresponding quarter in the prior year.
Corporate expenses increased $41 million, or 19%, to $256 million for the nine months ended September 30, 2026, compared to $215 million for the nine months ended September 30, 2025. The increase primarily reflected higher restructuring and compensation and benefit costs, compared to the corresponding period in the prior year.
Interest Income
Interest income was $10 million for the three months ended September 30, 2026, consistent with the corresponding period of the prior year.
Interest income was $29 million for the nine months ended September 30, 2026, compared to $34 million for the nine months ended September 30, 2025. Interest income decreased $5 million, reflecting lower average interest rates compared to the corresponding period in the prior year.
Interest Expense
Interest expense was $248 million for the three months ended September 30, 2026, compared to $237 million for the three months ended September 30, 2025. Interest expense was $738 million for the nine months ended September 30, 2026, compared to $725 million for the nine months ended September 30, 2025.
Interest expense increased $11 million and $13 million for the three and nine months ended September 30, 2026, respectively, reflecting primarily higher short-term debt levels, compared to the corresponding periods in the prior year.
Investment Income
The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments. 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's investments may include direct investments in insurance, consulting or other strategically linked companies and investments in private equity funds.
The Company recorded net investment income of $8 million and $9 million for the three and nine months ended September 30, 2026, respectively, compared to net investment income of $15 million and $27 million, respectively, for the corresponding periods in the prior year. The decrease in 2026 for both periods is primarily driven by lower mark-to-market gains from the Company's investments, compared to the prior year.
Income and Other Taxes
The Company's effective tax rate for the three months ended September 30, 2026 was 21.3%, compared with 25.1% for the corresponding quarter of 2025. The effective tax rates for the nine months ended September 30, 2026 and 2025 were 23.8% and 24.2%, respectively.
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, non-taxable adjustments related to contingent consideration for acquisitions, and valuation allowances for certain tax credits and attributes.
For the three and nine months ended September 30, 2026, the most significant discrete item is the tax effect of a gain from the fair value remeasurement of the Company's previously held equity method investment in Deasterra Partners, S.L., decreasing the effective tax rate by 2.8% and 0.7%, respectively. For the three and nine months ended September 30, 2025, the most significant discrete item was the excess tax benefit related to share-based payments, which reduced the effective tax rate by 0.3% and 1.0%, respectively.
The effective tax rate may vary significantly from period to period. The effective tax rate is sensitive to the geographic mix of earnings and the cost to repatriate the Company's earnings, which may result in higher or lower effective tax rates. Therefore, a shift in the mix of profits among jurisdictions, or changes in the Company's repatriation strategy to access offshore cash, can affect the effective tax rate.
In addition, losses in certain jurisdictions cannot be offset by earnings from other operations and may require valuation allowances that affect the rate in a particular period, depending on estimates of the value of associated deferred tax assets which can be realized. A valuation allowance was recorded to reduce deferred tax assets to the amount that the Company believes is more likely than not to be realized. The effective 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 has established liabilities for uncertain tax positions in relation to potential assessments in the jurisdictions in which it operates.
In 2024, the Company received closure notices and assessments from the U.K. tax authority in relation to its 2016-2020 examinations which disallowed certain interest expense deductions. The Company has appealed the assessments, and resolving this matter through litigation or alternative dispute resolution may take several years.
The Company believes the resolution of tax matters will not have a material effect on the consolidated financial position of the Company. However, an adverse resolution of tax matters could have a material impact on the Company's net income or cash flows and on its effective tax rate in a particular future period.
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.
On July 4, 2025, U.S. tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA") which made permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act. In addition, the OBBBA made changes to certain U.S. corporate tax provisions, which are effective beginning in 2026. The enactment of the OBBBA does not have a material impact on the results from operations for the current year or future years.
The Organization for Economic Cooperation and Development ("OECD") provided model rules for a 15% global minimum tax, known as Pillar Two. Pillar Two has now been enacted by most key non-U.S. jurisdictions where the Company operates, including the U.K. and Ireland. Parts of the minimum tax rules were applicable for 2024, with the remaining provisions becoming fully effective for 2025. This minimum tax is treated as a period cost and does not have a material impact on the Company's financial results of operations for the current period.
While the U.S. has negotiated a "side-by-side" arrangement for the existing U.S. minimum taxes with the intent to exempt U.S. multinational companies from certain of the Pillar Two provisions, uncertainty remains related to the implementation of this arrangement. The Company continues to monitor legislative developments, as well as additional guidance from countries that have enacted Pillar Two legislation, and will ensure it complies with any changes.
As a U.S. domiciled parent holding company, the Company is the issuer of essentially all the Company's external indebtedness, and incurs the related interest expense in the U.S. The Company's interest expense deductions are not currently limited. However, the Company may not be able to fully deduct intercompany interest on loans used to finance the Company's foreign operations.
Further, most senior executive and oversight functions are conducted in the U.S. and the associated costs are incurred primarily in the U.S. Some of these expenses may not be deductible in the U.S., which may impact the effective tax rate. Changes to the U.S. tax law in recent years have allowed the Company to repatriate foreign earnings without incurring additional U.S. federal income tax costs as foreign income is generally already taxed in the U.S. However, permanent reinvestment continues to be a component of the Company's global capital strategy. The Company continues to evaluate its global investment and repatriation strategy in light of our capital requirements and potential costs of repatriation, which are generally limited to local country withholding taxes.
Liquidity and Capital Resources
The Company is organized as a legal entity separate and distinct from its operating subsidiaries. As the Company does not have significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to pay principal and interest on its outstanding debt obligations, pay dividends to stockholders, repurchase its shares and pay corporate expenses. The Company can also provide financial support to its operating subsidiaries for acquisitions, investments, and certain parts of their business that require liquidity, such as the capital markets business of Reinsurance. Other sources of liquidity include borrowing facilities discussed in the Financing Cash Flows section.
The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the U.S. Funds from those operating subsidiaries are regularly repatriated to the U.S. out of annual earnings. At September 30, 2026, the Company had approximately $1.7 billion of cash and cash equivalents in its foreign operations, which includes $572 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements. The Company expects to continue its practice of repatriating available funds from its non-U.S. operating subsidiaries out of current annual earnings. Where appropriate, a portion of the current year earnings will continue to be permanently reinvested.
For the nine months ended September 30, 2026, the Company recorded foreign currency translation adjustments which decreased net equity by $143 million. Continued strengthening of the U.S. dollar against foreign currencies would further decrease the translated U.S. dollar value of the Company's net investments in its non-U.S. subsidiaries, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries.
Cash and cash equivalents on the consolidated balance sheets includes funds available for general corporate purposes. Fiduciary assets 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. Fiduciary assets cannot be used for general corporate purposes, and should not be considered as a source of liquidity for the Company.
Operating Cash Flows
The Company provided $2.3 billion of cash from operations for the nine months ended September 30, 2026, compared to $3.1 billion provided by operations for the first nine months of 2025. These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments, adjusted for non-cash charges and changes in working capital which relate primarily to the timing of payments of accrued liabilities, including incentive compensation, or receipts of receivables and pension plan contributions. The Company used cash of $222 million and $138 million related to its restructuring activities for the nine months ended September 30, 2026 and 2025, respectively.
Pension Related Items
Contributions
The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in accordance with applicable law.
For the three and nine months ended September 30, 2026, the Company contributed $36 million and $53 million, respectively, to its U.S. defined benefit pension plans, and $9 million and $24 million, respectively, to its non-U.S. defined benefit pension plans. For the three and nine months ended September 30, 2025, the Company contributed $9 million and $29 million, respectively, to its U.S. defined benefit pension plans and $12 million and $27 million, respectively, to its non-U.S. defined benefit pension plans.
In the U.S., contributions to the tax-qualified defined benefit plans are based on Employee Retirement Income Security Act ("ERISA") guidelines and the Company generally expects to maintain a funded status of 80% or more of the liability determined in accordance with the ERISA guidelines. For the three and nine months ended September 30, 2026, the Company made $27 million of required contributions to its U.S. qualified plan. The Company also made contributions of $9 million and $26 million, respectively, to its non-qualified plans. The Company expects to make approximately $8 million of additional contributions to its U.S. non-qualified plans over the remainder of 2026.
Outside the U.S., the Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 78% of non-U.S. plan assets at December 31, 2025. Contribution rates for non-U.S. plans are generally based on local funding practices and statutory requirements, which may differ significantly from measurements in accordance with U.S. GAAP.
In the U.K., the assumptions used to determine pension contributions are the result of legally-prescribed negotiations between the Company and the plans' trustee that typically occur every three years in conjunction with the actuarial valuation of the plans. Currently, this results in a lower funded status compared to U.S. GAAP and may result in contributions irrespective of the U.S. GAAP funded status.
The MMC U.K. Pension Fund has four segregated defined benefit sections, all in a surplus funding position at December 31, 2024. Based on that funding position, an agreement was reached with the trustee in the fourth quarter of 2025 that no deficit funding will be required to any of the defined benefit sections until 2029 at the earliest, following the completion in 2028 of the December 31, 2027 valuation. The Company's prior agreement to support certain annual deficit contributions that may have been required by U.K. operating companies under certain circumstances, expiring on December 31, 2025, was not renewed in January 2026 due to the improved surplus funding position.
The Company expects to fund an additional $15 million to its non-U.S. defined benefit plans over the remainder of 2026, mainly to plans outside of the U.K.
Financing Cash Flows
Net cash used by financing activities was $1.8 billion for the nine months ended September 30, 2026, compared with $2.6 billion used for financing activities for the corresponding period in 2025.
Credit Facilities
In June 2026, the Company replaced its multi-currency unsecured $3.5 billion five-year revolving credit facility with a $4.25 billion facility and extended the expiration date from October 2028 to June 2031 (the "Credit Facility"). Borrowings under the Credit Facility bear interest at a rate per annum, equal, at the Company's option, either at (a) the Secured Overnight Financing Rate ("SOFR") benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings. The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly.
The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available, or in certain other circumstances, in which an alternative rate may be required. At September 30, 2026 and December 31, 2025, the Company had no borrowings under this facility.
The Company maintains other credit and overdraft facilities with various financial institutions aggregating $118 million and $122 million at September 30, 2026 and December 31, 2025, respectively. There were no outstanding borrowings under these facilities at September 30, 2026 and December 31, 2025.
The Company also has outstanding guarantees and letters of credit with various banks aggregating $141 million and $150 million at September 30, 2026 and December 31, 2025, respectively.
Debt
In September 2026 the Company repaid a €550 million 1.349% senior note at maturity.
In June 2026, the Company increased its short-term commercial paper financing program to $4.25 billion from $3.5 billion. The proceeds from the issuance of commercial paper are used for general corporate purposes. The Company had $1.6 billion of commercial paper outstanding at September 30, 2026, at an average effective interest rate of 4.13%. The Company did not have any commercial paper outstanding at December 31, 2025.
In March 2026, the Company repaid $600 million of 3.750% senior notes at maturity.
In February 2026, the Company issued $600 million of 4.950% senior notes due 2036. The Company used the net proceeds from these issuances for general corporate purposes.
In March 2025, the Company repaid $500 million of 3.500% senior notes at maturity.
The Company's senior debt is currently rated A- by Standard & Poor's ("S&P"), A3 by Moody's and A- by Fitch. The Company's short-term debt is currently rated A-2 by S&P, P-2 by Moody's and F-2 by Fitch. The Company carries a Stable outlook with S&P, Moody's and Fitch.
Share Repurchases
The Company has a share repurchase program authorized by the Board of Directors.
In November 2025, the Board of Directors authorized the Company to repurchase up to $6 billion of the Company's common stock, which superseded any prior authorizations.
For the nine months ended September 30, 2026, the Company repurchased 11.4 million shares of its common stock for $2.0 billion. At September 30, 2026, the Company remained authorized by the Board of Directors to repurchase up to approximately $3.7 billion in shares of its common stock. There is no time limit on the authorization.
For the nine months ended September 30, 2025, the Company repurchased 4.6 million shares of its common stock for $1.0 billion.
Dividends
The Company paid dividends on its common stock shares of $1.4 billion ($2.79 per share) for the nine months ended September 30, 2026, compared with $1.3 billion ($2.53 per share) for the first nine months of 2025.
In January and February 2026, the Board of Directors of the Company declared quarterly dividends of $0.900 per share on outstanding common stock, which were paid in February and May 2026, respectively. In July 2026, the Board of Directors of the Company declared a quarterly dividend of $0.990 per share on outstanding common stock, which was paid in August 2026.
In September 2026, the Board of Directors of the Company declared a quarterly dividend of $0.990 per share on outstanding common stock, payable in November 2026.
Contingent and Deferred Payments Related to Acquisitions
The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt, payment, or adjustment 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 Nine Months Ended September 30,
|
|
(In millions)
|
2026
|
|
2025
|
|
Operating:
|
|
|
|
|
Contingent consideration payments for prior year acquisitions
|
$
|
(59)
|
|
|
$
|
(27)
|
|
|
Acquisition/disposition related net charges for adjustments
|
28
|
|
|
45
|
|
|
Adjustments and payments related to contingent consideration
|
$
|
(31)
|
|
|
$
|
18
|
|
|
Financing:
|
|
|
|
|
Contingent consideration for prior year acquisitions
|
$
|
(44)
|
|
|
$
|
(11)
|
|
|
Deferred consideration for prior year acquisitions
|
(101)
|
|
|
(53)
|
|
|
Payments of deferred and contingent consideration for acquisitions
|
$
|
(145)
|
|
|
$
|
(64)
|
|
|
|
|
|
|
|
Receipt of deferred and contingent consideration for dispositions
|
$
|
12
|
|
|
$
|
-
|
|
For acquisitions completed during the first nine months of 2026 and in prior years, remaining estimated future contingent payments of $248 million and deferred consideration payments of $85 million, are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheets at September 30, 2026.
Derivatives - Net Investment Hedge
The Company has investments in various subsidiaries with Euro functional currencies. As a result, the Company is exposed to the risk of fluctuations between the Euro and U.S. dollar exchange rates. As part of its risk management program, the Company designates its €550 million senior note debt instrument ("Euro note") as a net investment hedge (the "hedge") of its Euro denominated subsidiaries. The hedge effectiveness is re-assessed each quarter to confirm that all the critical terms of the hedging instrument and the hedged net investment continue to match. If the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets.
The U.S. dollar value of the Euro denominated debt decreased by $38 million through September 30, 2026, related to the change in foreign exchange rates. The Company concluded that the hedge was highly effective and recorded a decrease to accumulated other comprehensive loss for the nine months ended September 30, 2026.
Purchase of remaining ownership interests
In June 2026, the Company made a payment for the purchase of the remaining interest in a subsidiary for $54 million, which was completed in July 2026.
Fiduciary Liabilities
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. Financing cash flows reflect an increase of $869 million and an increase of $231 million for the nine months ended September 30, 2026 and 2025, respectively, related to fiduciary liabilities.
Investing Cash Flows
Net cash used for investing activities amounted to $493 million for the first nine months of 2026, compared with $322 million used for investing activities for the corresponding period in 2025.
The Company paid $263 million and $224 million, net of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity acquired, for acquisitions it made in the first nine months of 2026 and 2025, respectively, including the Company's acquisition of the remaining 60% ownership shares in Deasterra Partners, S.L., in July 2026.
In the first quarter of 2025, the Company sold Marsh Agency's 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.
The Company's additions to fixed assets and capitalized software for the nine months ended September 30, 2026 and 2025, amounted to $215 million and $186 million, respectively, related primarily to software development costs, the refurbishing and modernizing of office facilities, and technology equipment purchases.
Cash from the sale of long-term investments for the nine months ended September 30, 2025 is primarily due to the disposal of an investment in a unit trust fund.
Cash used for long-term investments for the nine months ended September 30, 2026 is due to investments in private equity funds. At September 30, 2026, the Company has commitments for potential future investments of approximately $201 million in private equity funds that invest primarily in financial services companies.
Commitments and Obligations
The following sets forth the Company's future contractual obligations by the type at September 30, 2026:
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment due by Period
|
|
(In millions)
|
Total
|
|
Within
1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After
5 Years
|
|
Commercial paper
|
$
|
1,623
|
|
|
$
|
1,623
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Current portion of long-term debt
|
20
|
|
|
20
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Long-term debt
|
19,040
|
|
|
-
|
|
|
2,794
|
|
|
2,426
|
|
|
13,820
|
|
|
Interest on long-term debt
|
12,490
|
|
|
901
|
|
|
1,678
|
|
|
1,458
|
|
|
8,453
|
|
|
Net operating leases
|
2,072
|
|
|
388
|
|
|
605
|
|
|
438
|
|
|
641
|
|
|
Service agreements
|
426
|
|
|
169
|
|
|
176
|
|
|
81
|
|
|
-
|
|
|
Other long-term obligations (a)
|
434
|
|
|
138
|
|
|
258
|
|
|
37
|
|
|
1
|
|
|
Total
|
$
|
36,105
|
|
|
$
|
3,239
|
|
|
$
|
5,511
|
|
|
$
|
4,440
|
|
|
$
|
22,915
|
|
(a)Primarily reflects the future payments of deferred and contingent purchase consideration.
The table does not include the liability for unrecognized tax benefits of $117 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $63 million that may become payable within one year.
Management's Discussion of Critical Accounting Policies and Estimates
The Company's discussion of critical accounting policies and estimates that place the most significant demands on management's judgment and requires management to make significant estimates about matters that are inherently uncertain are discussed in the MD&A in the 2025 Form 10-K.
New Accounting Pronouncements
Note 19, New Accounting Pronouncements, in the notes to the consolidated financial statements in this report, contains a discussion of recently issued accounting guidance and their impact or potential future impact on the Company's financial results, if determinable.