10-Q: Marsh McLennan Q3 2025: Revenue Up 11%, EPS Flat
Quarterly Report
Marsh & McLennan Companies, Inc. reported an 11% increase in consolidated revenue to $6.4 billion for Q3 2025, with diluted EPS remaining flat at $1.51 compared to the prior year.
Summary
- Consolidated revenue for the three months ended September 30, 2025, increased 11% to $6.351 billion (4% on an underlying basis) compared to $5.697 billion in the prior year.
- Consolidated operating income for the three months ended September 30, 2025, increased 6% to $1.170 billion compared to $1.108 billion in the prior year.
- Net income attributable to the Company for the three months ended September 30, 2025, was $747 million, consistent with the prior year.
- Diluted earnings per share for the three months ended September 30, 2025, was $1.51, consistent with the prior year.
- For the nine months ended September 30, 2025, consolidated revenue increased 11% to $20.386 billion (4% on an underlying basis) compared to $18.391 billion in the prior year.
- For the nine months ended September 30, 2025, consolidated operating income increased 7% to $5.004 billion compared to $4.675 billion in the prior year.
- Net income attributable to the Company for the nine months ended September 30, 2025, was $3.339 billion, an increase of 2% from $3.272 billion in the prior year.
- Diluted earnings per share for the nine months ended September 30, 2025, increased 2% to $6.75 from $6.59 in the prior year.
- Risk and Insurance Services segment revenue for Q3 2025 increased 13% (3% underlying) to $3.9 billion, and for 9M 2025 increased 13% (4% underlying) to $13.3 billion.
- Consulting segment revenue for Q3 2025 increased 9% (5% underlying) to $2.5 billion, and for 9M 2025 increased 7% (4% underlying) to $7.2 billion.
- The Company launched a three-year restructuring program, 'Thrive,' in Q3 2025, focusing on brand strategy, client value, growth acceleration, and efficiency, with expected costs of approximately $500 million and annualized savings of approximately $400 million.
- Completed 5 acquisitions in Q3 2025 for a total purchase consideration of $189 million, and 12 acquisitions for the nine months ended September 30, 2025.
- Repurchased approximately 1.9 million shares for $400 million in Q3 2025, and 4.6 million shares for $1 billion for the nine months ended September 30, 2025.
- Declared a quarterly dividend of $0.900 per share on outstanding common stock in September 2025, payable in November 2025.
Sentiment
Score: 7
Explanation: The company demonstrates solid revenue and operating income growth, driven by both organic performance and strategic acquisitions. The launch of the 'Thrive' program indicates a proactive approach to efficiency and growth. However, the flat quarterly EPS and increased interest expense due to acquisition-related debt temper the overall positive sentiment, alongside ongoing legal and tax uncertainties.
Positives
- Consolidated revenue showed strong growth, increasing 11% on a reported basis for both the three and nine months ended September 30, 2025.
- Underlying revenue growth of 4% for both the three and nine months indicates solid organic performance across the businesses.
- Operating income increased by 6% for the quarter and 7% for the nine months, reflecting effective cost management relative to revenue growth.
- Diluted EPS for the nine months ended September 30, 2025, increased by 2% to $6.75.
- The Risk and Insurance Services segment demonstrated robust revenue growth, with Marsh increasing 16% reported (4% underlying for Q3, 5% underlying for 9M) and Guy Carpenter increasing 5% reported and underlying for Q3 (6% reported, 5% underlying for 9M).
- The Consulting segment also showed healthy revenue growth, with Oliver Wyman Group achieving 8% underlying growth for Q3 and 5% for 9M.
- The launch of the 'Thrive' restructuring program is a proactive strategic initiative aimed at accelerating growth and improving efficiency, with expected annualized savings of $400 million.
- The Company's active M&A strategy resulted in 5 acquisitions in Q3 2025 and 12 for the nine-month period, expanding its service offerings and market reach.
- Continued shareholder returns through share repurchases ($1 billion for 9M 2025) and an increased quarterly dividend to $0.900 per share.
- The effective tax rate decreased for both the three months (25.1% vs 27.3%) and nine months (24.2% vs 25.8%) ended September 30, 2025.
- Net investment income saw a significant increase, reaching $15 million for Q3 2025 (vs $1 million in Q3 2024) and $27 million for 9M 2025 (vs $3 million in 9M 2024).
- Operating cash flows increased substantially to $3.1 billion for the nine months ended September 30, 2025, from $2.3 billion in the prior year.
Negatives
- Diluted earnings per share for the three months ended September 30, 2025, remained flat at $1.51, despite revenue and operating income growth, primarily due to higher interest expense.
- Interest expense increased significantly by $83 million for Q3 2025 and $256 million for 9M 2025, largely due to debt raised to fund the McGriff acquisition.
- Interest income decreased by $2 million for Q3 2025 and $27 million for 9M 2025, attributed to lower average interest rates.
- Fiduciary interest income also decreased by $29 million for Q3 2025 and $74 million for 9M 2025, due to lower average interest rates.
- The operating income margin for the Risk and Insurance Services segment decreased to 19.2% for Q3 2025 (from 21.2% in Q3 2024) and to 28.6% for 9M 2025 (from 30.6% in 9M 2024).
- Mercer's Career segment experienced flat underlying revenue for Q3 2025 and a 2% decrease for 9M 2025, reflecting continued softness in project-related work in the U.S. and Canada.
- Consolidated operating expenses increased by 13% for Q3 2025 and 12% for 9M 2025, partly driven by acquisitions and associated integration and retention costs, such as $166 million for McGriff in 9M 2025.
- Restructuring costs of $38 million were incurred in Q3 2025 and $96 million for 9M 2025 related to the new 'Thrive' program and other activities.
- The Company is unable to estimate the amount or range of loss for the ongoing Australian legal proceedings related to Greensill, where claims total approximately $5 billion plus interest and costs.
- The Company is appealing assessments from the U.K. tax authority for 2016-2020 examinations, which disallowed certain interest expense deductions, and resolution may take several years.
Risks
- Geopolitical and macroeconomic conditions, including multiple major wars and global conflicts, tariffs, changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation, and changes in insurance premium rates, could materially affect future results.
- Lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty, or other claims against the Company as a broker or investment advisor, including claims related to investment business ability to execute timely trades.
- Increasing prevalence of ransomware, supply chain, and other forms of cyber attacks, with potential to disrupt operations or result in disclosure of confidential client or company information.
- Financial and operational impact of complying with laws and regulations, including domestic and international sanctions regimes, anti-corruption laws (U.S. FCPA, U.K. Anti Bribery Act), and cybersecurity, data privacy, and artificial intelligence regulations.
- Ability to attract, retain, and develop industry-leading talent.
- Ability to compete effectively and adapt to competitive pressures, including from disintermediation, technological change, digital disruption, and other innovations like artificial intelligence.
- Ability to manage potential conflicts of interest where services to one client conflict, or are perceived to conflict, with interests of another client or the Company's own interests.
- Ability to fully realize the opportunities and efficiencies from the 'Thrive' program.
- Ability to successfully integrate or achieve the intended benefits of the acquisition of McGriff.
- Regulatory, contractual, and reputational risks arising from insurance placement activities and insurer revenue streams.
- Impact of changes in tax laws, guidance, and interpretations, such as the implementation of the OECD international tax framework, or increasing challenges by tax authorities.
- Adverse resolution of tax matters could have a material impact on net income, cash flows, and the effective tax rate in a particular future period.
- Inability to provide a reasonable estimate of the range of possible loss for ongoing legal proceedings, such as the Australian proceedings related to Greensill, due to complexity and inherent uncertainty.
- Exposure to interest rate changes and fluctuations in foreign currency exchange rates and equity markets, which can impact revenues, expenses, assets, and liabilities.
- Potential loss of value due to counter-party credit risk on cash investments and fiduciary cash investments.
- Risk of decline in market value for investments in public and private companies and private equity funds, potentially leading to impairment losses.
Future Outlook
The Company expects to incur approximately $500 million in costs over three years for the 'Thrive' restructuring program, with expected annualized savings of approximately $400 million, distributed evenly over the program period. The Company anticipates contributing approximately $24 million to its U.S. and non-U.S. defined benefit pension plans during the remainder of 2025, with an additional $16 million expected for non-U.S. defined benefit plans outside the U.K. The new U.S. tax legislation (OBBBA) is not expected to have a material impact on current or future year results, with many corporate tax provisions becoming effective in 2026. The global minimum tax (Pillar Two) is also not expected to have a material impact on current period financial results.
Management Comments
- The Company helps clients build the confidence to thrive through the power of its four market-leading businesses.
- The four businesses also collaborate together to deliver new solutions to help clients manage complex and interconnected risks.
- The Company continues to refine its detailed plans for the 'Thrive' program, which may change the timing, expected costs, and related savings.
- The Company believes the resolution of tax matters will not have a material effect on the consolidated financial position of the Company.
- The Company expects to continue its practice of repatriating available funds from its non-U.S. operating subsidiaries out of current annual earnings.
Industry Context
The Company operates in a dynamic business environment, exposed to significant macroeconomic and geopolitical conditions, including global conflicts, trade policy changes, GDP fluctuations, foreign exchange rates, interest rate volatility, inflation, and shifts in insurance premium rates. The industry is also facing increasing cyber attack threats and evolving regulatory landscapes, particularly in cybersecurity, data privacy, and artificial intelligence. The Company's strategic focus on acquisitions and a new restructuring program ('Thrive') reflects an industry trend towards consolidation, efficiency optimization, and adapting to technological advancements and client needs in risk, strategy, and human capital services.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Strategic Program Launch | Launched a three-year restructuring program, 'Thrive,' focusing on brand strategy, client value, growth acceleration, and efficiency. | Q3 2025 | Aims to generate annualized savings of approximately $400 million and improve operational excellence through process and automation efficiencies and optimization of the global operating model. |
| Organizational Restructuring | Formed Business Client Services (BCS) to accelerate innovation and centralize investments in operational excellence, data, AI, and other analytics, bringing together operations and technology teams. | Q3 2025 | Expected to improve client service through enhanced technology and effective deployment of resources. |
| Accounting Standard Adoption | Adopted new FASB guidance on segment reporting, which impacted disclosures only. | December 31, 2024 | No impact to results of operations, cash flows, or financial condition, only disclosures. |
Legal Proceedings
- An administrative proceeding by the Administrative Council for Economic Defense anti-trust agency in Brazil, commenced in January 2019, against Marsh and JLT to investigate alleged sharing of sensitive commercial and competitive confidential information in the aviation insurance and reinsurance sector.
- Australian proceedings related to Greensill Capital (UK) Limited, where applicants claim losses totaling approximately $5 billion plus interest and costs. Marsh Ltd. was added as a party by Credit Suisse funds in November 2023, alleging failure to ensure complete and accurate representations and misleading statements/omissions. Greensill Bank AG also joined Marsh Pty Ltd (November 2024) and Marsh Ltd (March 2025) to these proceedings, alleging unsuitable insurance cover and misrepresentations. The Company is unable to estimate the amount or range of loss.
- A claim filed in the High Court of Justice in London by White Oak against Marsh Ltd. related to White Oak's purchase of accounts receivable from Greensill, which was settled in May 2025. The settlement was recoverable through the Company's E&O insurance and had no impact on the consolidated statements of income for the nine months ended September 30, 2025.
- Guarantees related to the acquisition of U.K.-based Sedgwick Group in 1998, specifically for River Thames Insurance Company Limited, where the Company may be liable if River Thames or its reinsurer cannot meet obligations. This includes a partial reinsurance by a related party of River Thames.
- Guarantees related to the Company's indirect ownership of English & American Insurance Company (E&A) from 1980 to 1983, requiring an evergreen letter of credit to pay claims by policyholders on certain E&A policies, with additional claimants potentially seeking recovery.
Related Party Transactions
- Payment of claims on certain policies underwritten through the Institute of London Underwriters by River Thames Insurance Company Limited are partly reinsured by a related party of River Thames.
Stakeholder Impact
- Shareholders: Positive impact from increased dividends and ongoing share repurchases, but diluted EPS growth is flat/modest due to higher interest expense. Long-term benefits expected from 'Thrive' program and acquisitions.
- Employees: Impacted by the 'Thrive' restructuring program, which includes severance costs, but also aims to improve efficiency and potentially redefine the future of work through Mercer. Formation of Business Client Services (BCS) will bring together operations and technology teams.
- Customers: Expected to benefit from the 'Thrive' program's focus on delivering greater value and accelerating growth, as well as enhanced technology and analytics through BCS. Acquisitions aim to expand service offerings.
- Creditors: Debt levels increased due to acquisitions, leading to higher interest expense. However, the company maintains strong credit ratings (Aby S&P, A3 by Moody's, Aby Fitch) with a Stable outlook.
Next Steps
- Continue refining detailed plans for the 'Thrive' restructuring program.
- Mediation in the Australian proceedings is expected to begin in the first quarter of 2026, with trial currently scheduled for August 2026.
- The funding level for the MMC U.K. Pension Fund (excluding the JLT section) will be re-assessed during the fourth quarter of 2025 as part of the December 31, 2024, actuarial valuation to determine if contributions are required in 2026.
- Monitor legislative developments and additional guidance from countries that have enacted Pillar Two legislation to ensure compliance.
- Expect to make approximately $8 million of additional contributions to U.S. non-qualified pension plans over the remainder of 2025.
- Expect to fund an additional $16 million to non-U.S. defined benefit plans (mainly outside the U.K.) over the remainder of 2025.
- New FASB guidance on internal-use software costs is effective for annual reporting periods beginning after December 15, 2027.
- New FASB guidance on disaggregated income statement expense disclosures is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
- New FASB guidance on income tax disclosures is effective for annual periods beginning after December 15, 2024.
Key Dates
| Date | Description |
|---|---|
| January 2019 | Brazil's anti-trust agency commenced an administrative proceeding against Marsh and JLT. |
| March 1, 2021 | Greensill filed an action against certain trade credit insurers in Australia. |
| November 2023 | Credit Suisse funds added Marsh Ltd. as a party to the Australian proceedings. |
| November 2024 | The Company issued $7.25 billion in senior notes. |
| November 2024 | Greensill Bank AG joined Marsh Pty Ltd as a party to the Australian proceedings. |
| December 31, 2024 | The Company sold Oliver Wyman Group's Celent advisory business. |
| December 31, 2024 | Actuarial valuation for U.K. pension funds to be re-assessed to determine 2026 contributions. |
| January 1, 2025 | The Company sold its Mercer U.K. pension administration and U.S. health and benefits administration businesses. |
| January 2025 | Guy Carpenter acquired the remaining 51.5% ownership share in Carpenter Turner Cyprus Ltd. |
| January 2025 | The Company disposed of an investment in a unit trust fund. |
| January 2025 | The Board of Directors declared a quarterly dividend of $0.815 per share. |
| February 2025 | Marsh acquired Fontana Rava-Toscano & Partners S.r.l. |
| February 2025 | Quarterly dividend of $0.815 per share was paid. |
| March 2025 | Marsh acquired the business of Cohere Insurance Solutions. |
| March 2025 | The Company repaid $500 million of 3.50% senior notes at maturity. |
| March 2025 | Greensill Bank subsequently joined Marsh Ltd. to the Australian proceedings. |
| March 2025 | The Board of Directors declared a quarterly dividend of $0.815 per share. |
| April 2025 | Marsh & McLennan Agency (MMA) acquired Arthur C. Hall Insurance, Inc. |
| April 2025 | Mercer acquired the business of Cerebrus Consultants Private Limited. |
| May 2025 | Marsh acquired Thornton Harvey Group, LLC (d/b/a ProWriters). |
| May 2025 | Mercer acquired SECOR Asset Management, L.P. |
| May 2025 | Marsh Ltd. reached a settlement with White Oak to resolve the matter in the U.K. |
| May 2025 | Quarterly dividend of $0.815 per share was paid. |
| July 4, 2025 | U.S. tax legislation, the 'One Big Beautiful Bill Act' (OBBBA), was signed into law. |
| July 2025 | MMA acquired Excel Insurance LLC and Donald S. Barberie Insurance Agency, Inc. (d/b/a Olympic Insurance Agency). |
| July 2025 | The Board of Directors declared a quarterly dividend of $0.900 per share. |
| August 2025 | MMA acquired Robins Insurance Agency Inc. |
| August 2025 | Oliver Wyman Group acquired Validate Health Inc. |
| August 2025 | Mercer acquired ConvictionsRH. |
| August 2025 | Quarterly dividend of $0.900 per share was paid. |
| September 2025 | The Board of Directors declared a quarterly dividend of $0.900 per share, payable in November 2025. |
| September 30, 2025 | End of the quarterly reporting period. |
| October 13, 2025 | Outstanding common stock shares were 489,909,683. |
| October 16, 2025 | Date of filing of the Quarterly Report on Form 10-Q. |
| November 2025 | Quarterly dividend of $0.900 per share is payable. |
| First quarter 2026 | Mediation in the omnibus trade credit insurance policy litigation in Australia is expected to begin. |
| 2026 | Many changes to U.S. corporate tax provisions under the OBBBA are generally effective. |
| 2026 | Remaining transitional tax payments related to the Tax Cuts and Jobs Act of $13 million will be paid. |
| August 2026 | Trial for the Australian proceedings is currently scheduled. |
| December 15, 2026 | Effective date for new FASB guidance on disaggregated income statement expense disclosures for fiscal years beginning after this date. |
| October 2028 | The Company's $3.5 billion multi-currency unsecured five-year credit facility expires. |
| December 15, 2027 | Effective date for new FASB guidance on internal-use software costs for annual reporting periods beginning after this date. |
| December 15, 2027 | Effective date for new FASB guidance on disaggregated income statement expense disclosures for interim periods within fiscal years beginning after this date. |
Recommendation
holdMarsh & McLennan demonstrates consistent underlying revenue growth across its segments and is actively pursuing strategic acquisitions to expand its market presence. The 'Thrive' program is a positive long-term initiative aimed at improving efficiency and client value. However, the flat quarterly diluted EPS, primarily due to increased interest expense from acquisition-related debt, and the ongoing legal and tax uncertainties, present near-term headwinds. While the company's fundamentals remain strong, these factors suggest a 'hold' recommendation, as the benefits of strategic initiatives may take time to fully materialize and offset increased costs, warranting observation of execution and resolution of pending matters.
Keywords
Marsh McLennan, MMC, 10-Q, Quarterly Report, Financial Services, Insurance Brokerage, Reinsurance, Consulting, Risk Management, Mercer, Oliver Wyman Group, Acquisitions, Thrive Program, SEC Filing, Financial Results, Earnings, Revenue, EPS, Debt, Pension, Legal Proceedings, Cyber Risk, Geopolitical Risk, Tax
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