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Delaware
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36-2668272
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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New York Stock Exchange
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Chicago Stock Exchange
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London Stock Exchange
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Large Accelerated Filer
x
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Accelerated Filer
¨
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Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
¨
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▪
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our exposure to potential liabilities arising from errors and omissions claims against us;
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▪
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the impact of competition, including with respect to our geographic reach, the sophistication and quality of our services, our pricing relative to competitors, our customers' option to self-insure or utilize internal resources instead of consultants, and our corporate tax rates relative to a number of our competitors;
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▪
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the extent to which we retain existing clients and attract new business, and our ability to incentivize and retain key employees;
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▪
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our ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information or data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs and/or the improper disclosure of confidential information or data;
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▪
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our exposure to potential criminal sanctions or civil remedies if we fail to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which we operate, including trade sanctions laws relating to countries such as Cuba, Iran, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;
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▪
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our ability to make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from, the businesses we acquire;
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▪
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changes in the funded status of our global defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
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▪
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the impact on our net income caused by fluctuations in foreign currency exchange rates;
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▪
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our ability to successfully recover should we experience a disaster or other business continuity problem, such as an earthquake, hurricane, flood, terrorist attack, pandemic, security breach, cyber attack, power loss, telecommunications failure or other natural or man-made disaster;
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▪
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the impact of changes in interest rates and deterioration of counterparty credit quality on our results related to our cash balances and investment portfolios, including corporate and fiduciary funds;
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▪
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the potential impact of rating agency actions on our cost of financing and ability to borrow, as well as on our operating costs and competitive position;
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▪
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changes in applicable tax or accounting requirements; and
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▪
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potential income statement effects from the application of FASB's ASC Topic No. 740 (“Income Taxes”) regarding accounting treatment of uncertain tax benefits and valuation allowances, including the effect of any subsequent adjustments to the estimates we use in applying this accounting standard.
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TABLE OF CONTENTS
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PART I
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Item 1 —
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Item 1A —
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Item 1B —
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Item 2 —
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Item 3 —
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PART II
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Item 5 —
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Item 6 —
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Item 7 —
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Item 7A —
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Item 8 —
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Item 9 —
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Item 9A —
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Item 9B —
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PART III
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Item 10 —
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Item 11 —
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Item 12 —
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Item 13 —
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Item 14 —
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PART IV
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Item 15 —
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Signatures
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•
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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. We conduct business in this segment through Marsh and Guy Carpenter.
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•
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Consulting
includes Health, Retirement, Talent and Investments consulting services and products, and specialized management and economic consulting services. We conduct business in this segment through Mercer and Oliver Wyman Group.
|
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Risk & Specialty Practices
|
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Industry Practices
|
•
Aviation & Aerospace
|
|
•
Agriculture
|
•
Casualty
|
|
•
Chemicals
|
•
Claims
|
|
•
Communications, Media and Technology
|
•
Employee Benefits
|
|
•
Construction
|
•
Energy
|
|
•
Education
|
•
Environmental
|
|
•
Financial Institutions
|
•
Financial and Professional (FINPRO)
|
|
•
Healthcare
|
•
Marine
|
|
•
Hospitality & Gaming
|
•
Political Risk
|
|
•
Life Sciences
|
•
Premium Finance
|
|
•
Manufacturing and Automotive
|
•
Private Equity and Mergers & Acquisitions (PEMA)
|
|
•
Mining, Metals & Minerals
|
•
Product Recall
|
|
•
Power & Utilities
|
•
Project Risk
|
|
•
Public Entities
|
•
Property
|
|
•
Real Estate
|
•
Surety
|
|
•
Retail / Wholesale
|
•
Trade Credit
|
|
•
Sports, Entertainment & Events
|
•
Workers’ Compensation
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•
Transportation
|
•
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Property Risk Consulting: Delivers a range of property risk engineering and loss control identification, assessment, and mitigation consulting solutions.
|
•
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Workforce Strategies: Supports clients' efforts to reduce workers' compensation loss costs, increase the quality, safety, and efficiency of operations, and develop and implement sustainable safety and health management systems.
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•
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Financial Advisory, Claims, Litigation Support: Provides a range of services, including forensic accounting, complex claim consulting and management, claim accounting preparation, mass tort consulting, and construction delay and dispute consulting.
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•
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Strategic Risk Consulting: Provides a range of services, including supply and value chain management, crisis management, reputational risk, and enterprise risk and resiliency services.
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•
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Automotive;
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•
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Aviation, Aerospace and Defense;
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•
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Communications, Media and Technology;
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•
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Energy;
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•
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Financial services, including corporate and institutional banking, insurance, wealth and asset management, public policy, and retail and business banking;
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•
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Industrial products and services;
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•
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Health and life sciences;
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•
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Retail and consumer products; and
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•
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Surface transportation.
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•
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Actuarial
. Oliver Wyman offers actuarial consulting services to public and private enterprises, self-insured group organizations, insurance companies, government entities, insurance regulatory agencies and other organizations.
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•
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Business and Organization Transformation
. Oliver Wyman advises organizations undergoing or anticipating profound change or facing strategic discontinuities or risks by providing guidance on leading the institution, structuring its operations, improving its performance, and building its organizational capabilities.
|
•
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Corporate Finance & Restructuring.
Oliver Wyman provides an array of capabilities to support investment decision making by private equity funds, hedge funds, sovereign wealth funds, investment banks, commercial banks, arrangers, strategic investors, and insurers.
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•
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Risk Management.
Oliver Wyman works with chief financial officers, chief risk officers, and other senior finance and risk management executives of corporations and financial institutions. Oliver Wyman provides a range of services that provide effective, customized solutions to the challenges presented by the evolving roles, needs and priorities of these individuals and organizations.
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•
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Marketing and Sales
. Oliver Wyman advises leading firms in the areas of offer/pricing optimization; product/service portfolio management; product innovation; marketing spend optimization; value-based customer management; and sales and distribution model transformation.
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•
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Operations and Technology
. Oliver Wyman offers market-leading IT organization design, IT economics management, Lean Six Sigma principles and methodologies, and sourcing expertise to clients across a broad range of industries.
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•
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Strategy
. Oliver Wyman is a leading provider of corporate strategy advice and solutions in the areas of growth strategy and corporate portfolio; non-organic growth and M&A; performance
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•
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Guidelines for Corporate Governance;
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•
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Code of Conduct,
The Greater Good
;
|
•
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Procedures for Reporting Complaints and Concerns Regarding Accounting Matters; and
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•
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the charters of the Audit Committee, Compensation Committee, Compliance and Risk Committee, Corporate Responsibility Committee and Directors and Governance Committee of the Company’s Board of Directors.
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•
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the significance of client engagements commenced and completed during a quarter;
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•
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the possibility that clients may decide to delay or terminate a current or anticipated project as a result of factors unrelated to our work product or progress;
|
•
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fluctuations in hiring and utilization rates and clients
'
ability to terminate engagements without penalty;
|
•
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seasonality due to the impact of regulatory deadlines, policy renewals and other timing factors to which our clients are subject;
|
•
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the success of our acquisitions or investments;
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•
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macroeconomic factors such as changes in foreign exchange rates, interest rates and global securities markets, particularly in the case of Mercer, where fees in certain business lines are derived from the value of assets under management or administration; and
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•
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general economic conditions, since results of operations are directly affected by the levels of business activity of our clients, which in turn are affected by the level of economic activity in the industries and markets that they serve.
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•
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economic and political conditions in foreign countries;
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•
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unexpected increases in taxes or changes in U.S. or foreign tax laws;
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•
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withholding or other taxes that foreign governments may impose on the payment of dividends or other remittances to us from our non-U.S. subsidiaries;
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•
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potential transfer pricing-related tax exposures that may result from the allocation of U.S.-based costs that benefit our non-U.S. businesses;
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•
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potential conflicts of interest that may arise as we expand the scope of our businesses and our client base;
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•
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international hostilities, terrorist activities, natural disasters and infrastructure disruptions;
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•
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local investment or other financial restrictions that foreign governments may impose;
|
•
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potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law;
|
•
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potential costs and difficulties in complying, or monitoring compliance, with foreign and U.S. laws and regulations that are applicable to our operations abroad, including trade sanctions laws relating to countries such as Cuba, Iran, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, local laws prohibiting corrupt payments to governmental officials, as well as import and export restrictions;
|
•
|
limitations or restrictions that foreign or U.S. legislative bodies or regulators may impose on the products or services we sell or the methods by which we sell our products and services;
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•
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limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries;
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•
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the length of payment cycles and potential difficulties in collecting accounts receivable, particularly in light of the increasing number of insolvencies in the current economic environment and the numerous bankruptcy laws to which they are subject;
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•
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engaging and relying on third parties to perform services on behalf of the Company; and
|
•
|
potential difficulties in monitoring employees in geographically dispersed locations.
|
•
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our ability to transition consultants promptly from completed projects to new assignments, and to engage newly-hired consultants quickly in revenue-generating activities;
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•
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our ability to continually secure new business engagements, particularly because a portion of our work is project-based rather than recurring in nature;
|
•
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our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces;
|
•
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our ability to manage attrition;
|
•
|
unanticipated changes in the scope of client engagements;
|
•
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the potential for conflicts of interest that might require us to decline client engagements that we otherwise would have accepted;
|
•
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our need to devote time and resources to sales, training, professional development and other non-billable activities;
|
•
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the potential disruptive impact of acquisitions and dispositions; and
|
•
|
general economic conditions.
|
•
|
clients
'
perception of our ability to add value through our services;
|
•
|
market demand for the services we provide;
|
•
|
our ability to develop new services and the introduction of new services by competitors;
|
•
|
the pricing policies of our competitors;
|
•
|
the extent to which our clients develop in-house or other capabilities to perform the services that they might otherwise purchase from us; and
|
•
|
general economic conditions.
|
|
|
2013
Stock Price Range
|
|
2012
Stock Price Range
|
||||
|
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High
|
|
Low
|
|
High
|
|
Low
|
First Quarter
|
|
$38.00
|
|
$34.43
|
|
$33.40
|
|
$30.69
|
Second Quarter
|
|
$41.68
|
|
$37.00
|
|
$34.68
|
|
$30.74
|
Third Quarter
|
|
$44.63
|
|
$39.96
|
|
$34.99
|
|
$31.42
|
Fourth Quarter
|
|
$48.56
|
|
$41.98
|
|
$35.78
|
|
$33.09
|
Full Year
|
|
$48.56
|
|
$34.43
|
|
$35.78
|
|
$30.69
|
Period
|
|
(a)
Total Number
of Shares
(or Units)
Purchased
|
|
(b)
Average Price
Paid per Share
(or Unit)
|
|
(c)
Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
(d)
Maximum Number
(or Approximate Dollar Value)
of Shares (or Units) that May
Yet Be Purchased
Under the Plans or Programs
|
||||||
Oct 1-31, 2013
|
|
__
|
|
|
__
|
|
|
__
|
|
|
$
|
712,500,017
|
|
|
Nov 1-30, 2013
|
|
1,171,729
|
|
|
$
|
47.1464
|
|
|
1,171,729
|
|
|
$
|
657,257,157
|
|
Dec 1-31, 2013
|
|
1,989,703
|
|
|
$
|
47.6237
|
|
|
1,989,703
|
|
|
$
|
562,500,042
|
|
Total Q4 2013
|
|
3,161,432
|
|
|
$
|
47.4468
|
|
|
3,161,432
|
|
|
$
|
562,500,042
|
|
For the Years Ended December 31,
(In millions, except per share figures)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|||||
Revenue
|
$
|
12,261
|
|
|
$
|
11,924
|
|
|
$
|
11,526
|
|
|
$
|
10,550
|
|
|
$
|
9,831
|
|
|
Expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and Benefits
|
7,226
|
|
|
7,134
|
|
|
6,969
|
|
|
6,465
|
|
|
6,182
|
|
|
|||||
Other Operating Expenses
|
2,958
|
|
|
2,961
|
|
|
2,919
|
|
|
3,146
|
|
|
2,871
|
|
|
|||||
Operating Expenses
|
10,184
|
|
|
10,095
|
|
|
9,888
|
|
|
9,611
|
|
|
9,053
|
|
|
|||||
Operating Income
(a)
|
2,077
|
|
|
1,829
|
|
|
1,638
|
|
|
939
|
|
|
778
|
|
|
|||||
Interest Income
|
18
|
|
|
24
|
|
|
28
|
|
|
20
|
|
|
17
|
|
|
|||||
Interest Expense
|
(167
|
)
|
|
(181
|
)
|
|
(199
|
)
|
|
(233
|
)
|
|
(241
|
)
|
|
|||||
Cost of Extinguishment of Debt
|
(24
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
|||||
Investment Income (Loss)
|
69
|
|
|
24
|
|
|
9
|
|
|
43
|
|
|
(2
|
)
|
|
|||||
Income Before Income Taxes
|
1,973
|
|
|
1,696
|
|
|
1,404
|
|
|
769
|
|
|
552
|
|
|
|||||
Income Tax Expense
|
594
|
|
|
492
|
|
|
422
|
|
|
204
|
|
|
21
|
|
|
|||||
Income From Continuing Operations
|
1,379
|
|
|
1,204
|
|
|
982
|
|
|
565
|
|
|
531
|
|
|
|||||
Discontinued Operations, Net of Tax
|
6
|
|
|
(3
|
)
|
|
33
|
|
|
306
|
|
|
(290
|
)
|
|
|||||
Net Income Before Non-Controlling Interests
|
1,385
|
|
|
1,201
|
|
|
1,015
|
|
|
871
|
|
|
241
|
|
|
|||||
Less: Net Income Attributable to Non-Controlling Interests
|
28
|
|
|
25
|
|
|
22
|
|
|
16
|
|
|
14
|
|
|
|||||
Net Income Attributable to the Company
|
$
|
1,357
|
|
|
$
|
1,176
|
|
|
$
|
993
|
|
|
$
|
855
|
|
|
$
|
227
|
|
|
Basic Income (Loss) Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations
|
$
|
2.46
|
|
|
$
|
2.16
|
|
|
$
|
1.76
|
|
|
$
|
1.01
|
|
|
$
|
0.97
|
|
|
Income (Loss) From Discontinued Operations
|
0.01
|
|
|
—
|
|
|
0.06
|
|
|
0.55
|
|
|
(0.54
|
)
|
|
|||||
Net Income (Loss) Attributable to the Company
|
$
|
2.47
|
|
|
$
|
2.16
|
|
|
$
|
1.82
|
|
|
$
|
1.56
|
|
|
$
|
0.43
|
|
|
Average Number of Shares Outstanding
|
549
|
|
|
544
|
|
|
542
|
|
|
540
|
|
|
522
|
|
|
|||||
Diluted Income (Loss) Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations
|
$
|
2.42
|
|
|
$
|
2.13
|
|
|
$
|
1.73
|
|
|
$
|
1.00
|
|
|
$
|
0.96
|
|
|
Income (Loss) From Discontinued Operations
|
0.01
|
|
|
—
|
|
|
0.06
|
|
|
0.55
|
|
|
(0.54
|
)
|
|
|||||
Net Income (Loss) Attributable to the Company
|
$
|
2.43
|
|
|
$
|
2.13
|
|
|
$
|
1.79
|
|
|
$
|
1.55
|
|
|
$
|
0.42
|
|
|
Average Number of Shares Outstanding
|
558
|
|
|
552
|
|
|
551
|
|
|
544
|
|
|
524
|
|
|
|||||
Dividends Paid Per Share
|
$
|
0.96
|
|
|
$
|
0.90
|
|
|
$
|
0.86
|
|
|
$
|
0.81
|
|
|
$
|
0.80
|
|
|
Return on Average Equity
|
19
|
|
%
|
19
|
|
%
|
16
|
|
%
|
14
|
|
%
|
4
|
|
%
|
|||||
Year-end Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
2,491
|
|
|
$
|
2,399
|
|
|
$
|
1,909
|
|
|
$
|
2,171
|
|
|
$
|
1,216
|
|
|
Total assets
|
$
|
16,980
|
|
|
$
|
16,288
|
|
|
$
|
15,454
|
|
|
$
|
15,310
|
|
|
$
|
15,337
|
|
|
Long-term debt
|
$
|
2,621
|
|
|
$
|
2,658
|
|
|
$
|
2,668
|
|
|
$
|
3,026
|
|
|
$
|
3,034
|
|
|
Total equity
|
$
|
7,975
|
|
|
$
|
6,606
|
|
|
$
|
5,940
|
|
|
$
|
6,415
|
|
|
$
|
5,863
|
|
|
Total shares outstanding (net of treasury shares)
|
547
|
|
|
545
|
|
|
539
|
|
|
541
|
|
|
530
|
|
|
|||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of employees
|
55,000
|
|
|
54,000
|
|
|
52,000
|
|
|
51,000
|
|
|
49,000
|
|
|
|||||
Stock price ranges—
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. exchanges — High
|
$
|
48.56
|
|
|
$
|
35.78
|
|
|
$
|
32.00
|
|
|
$
|
27.50
|
|
|
$
|
25.46
|
|
|
— Low
|
$
|
34.43
|
|
|
$
|
30.69
|
|
|
$
|
25.29
|
|
|
$
|
20.21
|
|
|
$
|
17.18
|
|
|
(a)
|
Includes the impact of net restructuring costs of $22 million, $78 million, $51 million, $141 million, and $243 million in 2013, 2012, 2011, 2010 and 2009, respectively.
|
•
|
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. We conduct business in this segment through Marsh and Guy Carpenter.
|
•
|
Consulting
includes Health, Retirement, Talent and Investments consulting and services and products, and specialized management and economic consulting services. We conduct business in this segment through Mercer and Oliver Wyman Group.
|
For the Years Ended December 31,
(In millions, except per share figures)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenue
|
$
|
12,261
|
|
|
$
|
11,924
|
|
|
$
|
11,526
|
|
Expense
|
|
|
|
|
|
||||||
Compensation and Benefits
|
7,226
|
|
|
7,134
|
|
|
6,969
|
|
|||
Other Operating Expenses
|
2,958
|
|
|
2,961
|
|
|
2,919
|
|
|||
Operating Expenses
|
10,184
|
|
|
10,095
|
|
|
9,888
|
|
|||
Operating Income
|
$
|
2,077
|
|
|
$
|
1,829
|
|
|
$
|
1,638
|
|
Income from Continuing Operations
|
$
|
1,379
|
|
|
$
|
1,204
|
|
|
$
|
982
|
|
Discontinued Operations, Net of Tax
|
6
|
|
|
(3
|
)
|
|
33
|
|
|||
Net Income Before Non-Controlling Interests
|
$
|
1,385
|
|
|
$
|
1,201
|
|
|
$
|
1,015
|
|
Net Income Attributable to the Company
|
$
|
1,357
|
|
|
$
|
1,176
|
|
|
$
|
993
|
|
Net Income from Continuing Operations Per Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.46
|
|
|
$
|
2.16
|
|
|
$
|
1.76
|
|
Diluted
|
$
|
2.42
|
|
|
$
|
2.13
|
|
|
$
|
1.73
|
|
Net Income Per Share Attributable to the Company:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.47
|
|
|
$
|
2.16
|
|
|
$
|
1.82
|
|
Diluted
|
$
|
2.43
|
|
|
$
|
2.13
|
|
|
$
|
1.79
|
|
Average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
549
|
|
|
544
|
|
|
542
|
|
|||
Diluted
|
558
|
|
|
552
|
|
|
551
|
|
|||
Shares outstanding at December 31,
|
547
|
|
|
545
|
|
|
539
|
|
|
Year Ended
December 31,
|
|
|
|
Components of Revenue Change*
|
||||||||||||||
(In millions, except percentage figures)
|
2013
|
|
|
2012
|
|
|
% Change
GAAP
Revenue
|
|
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
||||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
5,438
|
|
|
$
|
5,232
|
|
|
4
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
3
|
%
|
Guy Carpenter
|
1,131
|
|
|
1,079
|
|
|
5
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
5
|
%
|
||
Subtotal
|
6,569
|
|
|
6,311
|
|
|
4
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
4
|
%
|
||
Fiduciary Interest Income
|
27
|
|
|
39
|
|
|
|
|
|
|
|
|
|
||||||
Total Risk and Insurance Services
|
6,596
|
|
|
6,350
|
|
|
4
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
3
|
%
|
||
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer
|
4,241
|
|
|
4,147
|
|
|
2
|
%
|
|
(1
|
)%
|
|
—
|
|
|
4
|
%
|
||
Oliver Wyman Group
|
1,460
|
|
|
1,466
|
|
|
—
|
|
|
1
|
%
|
|
—
|
|
|
(1
|
)%
|
||
Total Consulting
|
5,701
|
|
|
5,613
|
|
|
2
|
%
|
|
(1
|
)%
|
|
—
|
|
|
2
|
%
|
||
Corporate/Eliminations
|
(36
|
)
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
$
|
12,261
|
|
|
$
|
11,924
|
|
|
3
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
3
|
%
|
*
|
Components of revenue change may not add due to rounding.
|
|
Year Ended
December 31,
|
|
|
|
Components of Revenue Change*
|
||||||||||||||
(In millions, except percentage figures)
|
2013
|
|
|
2012
|
|
|
% Change
GAAP
Revenue
|
|
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
||||||
Marsh:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA
|
$
|
1,902
|
|
|
$
|
1,860
|
|
|
2
|
%
|
|
—
|
|
|
—
|
|
|
3
|
%
|
Asia Pacific
|
659
|
|
|
656
|
|
|
—
|
|
|
(5
|
)%
|
|
—
|
|
|
5
|
%
|
||
Latin America
|
392
|
|
|
353
|
|
|
11
|
%
|
|
(9
|
)%
|
|
7
|
%
|
|
13
|
%
|
||
Total International
|
2,953
|
|
|
2,869
|
|
|
3
|
%
|
|
(2
|
)%
|
|
1
|
%
|
|
4
|
%
|
||
U.S. / Canada
|
2,485
|
|
|
2,363
|
|
|
5
|
%
|
|
—
|
|
|
4
|
%
|
|
2
|
%
|
||
Total Marsh
|
$
|
5,438
|
|
|
$
|
5,232
|
|
|
4
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
3
|
%
|
Mercer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Health
|
$
|
1,511
|
|
|
$
|
1,412
|
|
|
7
|
%
|
|
—
|
|
|
1
|
%
|
|
6
|
%
|
Retirement
|
1,344
|
|
|
1,396
|
|
|
(4
|
)%
|
|
—
|
|
|
(4
|
)%
|
|
1
|
%
|
||
Talent
|
606
|
|
|
604
|
|
|
—
|
|
|
(2
|
)%
|
|
4
|
%
|
|
(1
|
)%
|
||
Investments
|
780
|
|
|
735
|
|
|
6
|
%
|
|
(3
|
)%
|
|
1
|
%
|
|
9
|
%
|
||
Total Mercer
|
$
|
4,241
|
|
|
$
|
4,147
|
|
|
2
|
%
|
|
(1
|
)%
|
|
—
|
|
|
4
|
%
|
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items such as: acquisitions, dispositions and transfers among businesses.
|
|
*
|
Components of revenue change may not add due to rounding.
|
|
Year Ended
December 31,
|
|
|
|
Components of Revenue Change*
|
||||||||||||||
(In millions, except percentage figures)
|
2012
|
|
|
2011
|
|
|
% Change
GAAP
Revenue
|
|
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
||||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
5,232
|
|
|
$
|
4,991
|
|
|
5
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
5
|
%
|
Guy Carpenter
|
1,079
|
|
|
1,041
|
|
|
4
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
6
|
%
|
||
Subtotal
|
6,311
|
|
|
6,032
|
|
|
5
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
5
|
%
|
||
Fiduciary Interest Income
|
39
|
|
|
47
|
|
|
|
|
|
|
|
|
|
||||||
Total Risk and Insurance Services
|
6,350
|
|
|
6,079
|
|
|
4
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
5
|
%
|
||
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer
|
4,147
|
|
|
4,004
|
|
|
4
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
4
|
%
|
||
Oliver Wyman Group
|
1,466
|
|
|
1,483
|
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
3
|
%
|
||
Total Consulting
|
5,613
|
|
|
5,487
|
|
|
2
|
%
|
|
(2
|
)%
|
|
—
|
|
|
4
|
%
|
||
Corporate /Eliminations
|
(39
|
)
|
|
(40
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
$
|
11,924
|
|
|
$
|
11,526
|
|
|
3
|
%
|
|
(2
|
)%
|
|
1
|
%
|
|
4
|
%
|
|
|
Year Ended
December 31,
|
|
|
|
Components of Revenue Change*
|
||||||||||||||
(In millions, except percentage figures)
|
|
2012
|
|
|
2011
|
|
|
% Change
GAAP
Revenue
|
|
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
||||||
Marsh:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA
|
|
$
|
1,860
|
|
|
$
|
1,796
|
|
|
4
|
%
|
|
(5
|
)%
|
|
3
|
%
|
|
5
|
%
|
Asia Pacific
|
|
656
|
|
|
612
|
|
|
7
|
%
|
|
(1
|
)%
|
|
—
|
|
|
7
|
%
|
||
Latin America
|
|
353
|
|
|
334
|
|
|
6
|
%
|
|
(7
|
)%
|
|
—
|
|
|
13
|
%
|
||
Total International
|
|
2,869
|
|
|
2,742
|
|
|
5
|
%
|
|
(4
|
)%
|
|
2
|
%
|
|
6
|
%
|
||
U.S. / Canada
|
|
2,363
|
|
|
2,249
|
|
|
5
|
%
|
|
—
|
|
|
2
|
%
|
|
3
|
%
|
||
Total Marsh
|
|
$
|
5,232
|
|
|
$
|
4,991
|
|
|
5
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
5
|
%
|
Mercer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Health
|
|
$
|
1,412
|
|
|
$
|
1,320
|
|
|
7
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
7
|
%
|
Retirement
|
|
1,396
|
|
|
1,423
|
|
|
(2
|
)%
|
|
(2
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
||
Talent
|
|
604
|
|
|
576
|
|
|
5
|
%
|
|
(2
|
)%
|
|
4
|
%
|
|
2
|
%
|
||
Investments
|
|
735
|
|
|
685
|
|
|
7
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
7
|
%
|
||
Total Mercer
|
|
$
|
4,147
|
|
|
$
|
4,004
|
|
|
4
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
4
|
%
|
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items such as: acquisitions, dispositions and transfers among businesses.
|
|
*
|
Components of revenue change may not add due to rounding.
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenue
|
$
|
6,596
|
|
|
$
|
6,350
|
|
|
$
|
6,079
|
|
Compensation and Benefits
|
3,618
|
|
|
3,502
|
|
|
3,400
|
|
|||
Other Operating Expenses
|
1,557
|
|
|
1,514
|
|
|
1,479
|
|
|||
Operating Expenses
|
5,175
|
|
|
5,016
|
|
|
4,879
|
|
|||
Operating Income
|
$
|
1,421
|
|
|
$
|
1,334
|
|
|
$
|
1,200
|
|
Operating Income Margin
|
21.5
|
%
|
|
21.0
|
%
|
|
19.7
|
%
|
•
|
June - Marsh acquired Rehder y Asociados Group, an insurance adviser in Peru. The business includes the insurance broker Rehder y Asociados and employee health and benefits specialist, Humanasalud. Marsh also completed the acquisition of Franco & Acra Tecniseguros, an insurance advisor in the Dominican Republic.
|
•
|
July - Guy Carpenter acquired Smith Group, a specialist disability reinsurance risk manager and consultant based in Maine.
|
•
|
September - Marsh purchased an additional stake in Insia a.s., an insurance broker operating in the Czech Republic and Slovakia which, when combined with its prior holdings, gave Marsh a controlling interest. Insia a.s. was previously accounted for under the equity method.
|
•
|
November - Marsh & McLennan Agency ("MMA") acquired Elsey & Associates, a Texas-based provider of surety bonds and insurance coverage to the construction industry.
|
•
|
December - MMA acquired Cambridge Property and Casualty, a Michigan-based company providing insurance and risk management services to high net worth individuals and mid-sized businesses.
|
•
|
January - Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia to expand Marsh's presence in Africa. Marsh subsequently closed the acquisitions of the Alexander Forbes operations in Uganda, Malawi and Zambia.
|
•
|
March - MMA acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Marsh acquired Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerage services to U.S. subsidiaries of Japanese companies.
|
•
|
June - MMA acquired Progressive Benefits Solutions, an employee benefits agency based in North Carolina, and Security Insurance Services, Inc., a Wisconsin-based insurance agency which offers property/casualty and employee benefits products and services to individuals and businesses.
|
•
|
August - MMA acquired Rosenfeld-Einstein, a South Carolina-based employee benefits service provider, and Eidson Insurance, a property/casualty and employee benefits services firm located in Florida.
|
•
|
October - MMA acquired Howalt+McDowell, a South Dakota-based agency which offers property/ casualty, surety, personal protection and employee benefits insurance to individuals and businesses, and The Protector Group Insurance Agency, a Massachusetts-based agency which provides property/casualty, employee benefits services, personal insurance and individual financial services.
|
•
|
November - MMA acquired Brower Insurance, an Ohio-based company providing employee benefits, property/casualty and consulting services.
|
•
|
December - MMA acquired McGraw Wentworth, a Michigan-based company providing consulting services to mid-sized organizations, and Liscomb Hood Mason, a Minnesota-based company providing property/casualty and employee benefits products and services.
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenue
|
$
|
5,701
|
|
|
$
|
5,613
|
|
|
$
|
5,487
|
|
Compensation and Benefits
|
3,269
|
|
|
3,298
|
|
|
3,315
|
|
|||
Other Operating Expenses
|
1,587
|
|
|
1,623
|
|
|
1,555
|
|
|||
Operating Expenses
|
4,856
|
|
|
4,921
|
|
|
4,870
|
|
|||
Operating Income
|
$
|
845
|
|
|
$
|
692
|
|
|
$
|
617
|
|
Operating Income Margin
|
14.8
|
%
|
|
12.3
|
%
|
|
11.2
|
%
|
•
|
July - Oliver Wyman acquired Corven, a U.K.-based management consultancy firm.
|
•
|
August - Mercer acquired Global Remuneration Solutions, a market leading compensation consulting firm based in South Africa.
|
•
|
February - Mercer acquired the remaining
49%
of Yokogawa-ORC, a global mobility firm based in Japan, which was previously accounted for under the equity method, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm.
|
•
|
March - Mercer acquired REPCA, a France-based broking and advisory firm for employer health and benefits plans.
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Corporate Advisory and Restructuring Operating Income
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
9
|
|
Corporate Expense
|
(190
|
)
|
|
(203
|
)
|
|
(188
|
)
|
|||
Total Corporate and Other
|
$
|
(189
|
)
|
|
$
|
(197
|
)
|
|
$
|
(179
|
)
|
For the Years Ended December 31,
(In millions of dollars, except per share figures)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
Disposals of discontinued operations
|
(4
|
)
|
|
(2
|
)
|
|
25
|
|
|||
Income tax (credit) expense
|
(10
|
)
|
|
1
|
|
|
(25
|
)
|
|||
Disposals of discontinued operations, net of tax
|
6
|
|
|
(3
|
)
|
|
50
|
|
|||
Discontinued operations, net of tax
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
33
|
|
Discontinued operations, net of tax per share
|
|
|
|
|
|
||||||
—Basic
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
—Diluted
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
Payment due by Period
|
||||||||||||||||||
Contractual Obligations
(In millions of dollars)
|
Total
|
|
Within
1 Year
|
|
1-3
Years
|
|
4-5
Years
|
|
After 5
Years
|
||||||||||
Current portion of long-term debt
|
$
|
331
|
|
|
$
|
331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
2,634
|
|
|
—
|
|
|
302
|
|
|
524
|
|
|
1,808
|
|
|||||
Interest on long-term debt
|
1,257
|
|
|
156
|
|
|
261
|
|
|
235
|
|
|
605
|
|
|||||
Net operating leases
|
2,380
|
|
|
346
|
|
|
584
|
|
|
435
|
|
|
1,015
|
|
|||||
Service agreements
|
676
|
|
|
285
|
|
|
221
|
|
|
140
|
|
|
30
|
|
|||||
Other long-term obligations
|
190
|
|
|
83
|
|
|
97
|
|
|
8
|
|
|
2
|
|
|||||
Purchase commitments
|
35
|
|
|
20
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
7,503
|
|
|
$
|
1,221
|
|
|
$
|
1,480
|
|
|
$
|
1,342
|
|
|
$
|
3,460
|
|
|
0.5 Percentage
Point Increase
|
|
0.5 Percentage
Point Decrease
|
||||||||||||
(In millions of dollars)
|
U.S.
|
|
|
U.K.
|
|
|
U.S.
|
|
|
U.K.
|
|
||||
Assumed Rate of Return on Plan Assets
|
$
|
(19
|
)
|
|
$
|
(37
|
)
|
|
$
|
19
|
|
|
$
|
37
|
|
Discount Rate
|
$
|
(38
|
)
|
|
$
|
(28
|
)
|
|
$
|
39
|
|
|
$
|
29
|
|
(In millions of dollars)
|
December 31,
2013 |
|
|
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits
|
$
|
2,303
|
|
Fiduciary cash and investments
|
$
|
4,234
|
|
For the Years Ended December 31,
|
|
|
|
|
|
|
||||||
(In millions, except per share figures)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenue
|
|
$
|
12,261
|
|
|
$
|
11,924
|
|
|
$
|
11,526
|
|
Expense:
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
7,226
|
|
|
7,134
|
|
|
6,969
|
|
|||
Other operating expenses
|
|
2,958
|
|
|
2,961
|
|
|
2,919
|
|
|||
Operating expenses
|
|
10,184
|
|
|
10,095
|
|
|
9,888
|
|
|||
Operating income
|
|
2,077
|
|
|
1,829
|
|
|
1,638
|
|
|||
Interest income
|
|
18
|
|
|
24
|
|
|
28
|
|
|||
Interest expense
|
|
(167
|
)
|
|
(181
|
)
|
|
(199
|
)
|
|||
Cost of extinguishment of debt
|
|
(24
|
)
|
|
—
|
|
|
(72
|
)
|
|||
Investment income
|
|
69
|
|
|
24
|
|
|
9
|
|
|||
Income before income taxes
|
|
1,973
|
|
|
1,696
|
|
|
1,404
|
|
|||
Income tax expense
|
|
594
|
|
|
492
|
|
|
422
|
|
|||
Income from continuing operations
|
|
1,379
|
|
|
1,204
|
|
|
982
|
|
|||
Discontinued operations, net of tax
|
|
6
|
|
|
(3
|
)
|
|
33
|
|
|||
Net income before non-controlling interests
|
|
1,385
|
|
|
1,201
|
|
|
1,015
|
|
|||
Less: Net income attributable to non-controlling interests
|
|
28
|
|
|
25
|
|
|
22
|
|
|||
Net income attributable to the Company
|
|
$
|
1,357
|
|
|
$
|
1,176
|
|
|
$
|
993
|
|
Basic net income per share – Continuing operations
|
|
$
|
2.46
|
|
|
$
|
2.16
|
|
|
$
|
1.76
|
|
– Net income attributable to the Company
|
|
$
|
2.47
|
|
|
$
|
2.16
|
|
|
$
|
1.82
|
|
Diluted net income per share – Continuing operations
|
|
$
|
2.42
|
|
|
$
|
2.13
|
|
|
$
|
1.73
|
|
–Net income attributable to the Company
|
|
$
|
2.43
|
|
|
$
|
2.13
|
|
|
$
|
1.79
|
|
Average number of shares outstanding – Basic
|
|
549
|
|
|
544
|
|
|
542
|
|
|||
– Diluted
|
|
558
|
|
|
552
|
|
|
551
|
|
|||
Shares outstanding at December 31,
|
|
547
|
|
|
545
|
|
|
539
|
|
For the Years Ended December 31,
(In millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net income before non-controlling interests
|
$
|
1,385
|
|
|
$
|
1,201
|
|
|
$
|
1,015
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(86
|
)
|
|
177
|
|
|
(100
|
)
|
|||
Unrealized investment loss
|
1
|
|
|
(1
|
)
|
|
(9
|
)
|
|||
Gain (loss) related to pension/post-retirement plans
|
1,213
|
|
|
(447
|
)
|
|
(1,114
|
)
|
|||
Other comprehensive income (loss), before tax
|
1,128
|
|
|
(271
|
)
|
|
(1,223
|
)
|
|||
Income tax expense (credit) on other comprehensive loss
|
442
|
|
|
(152
|
)
|
|
(335
|
)
|
|||
Other comprehensive income (loss), net of tax
|
686
|
|
|
(119
|
)
|
|
(888
|
)
|
|||
Comprehensive income
|
2,071
|
|
|
1,082
|
|
|
127
|
|
|||
Less: Comprehensive income attributable to non-controlling interests
|
28
|
|
|
25
|
|
|
22
|
|
|||
Comprehensive income attributable to the Company
|
$
|
2,043
|
|
|
$
|
1,057
|
|
|
$
|
105
|
|
December 31,
|
|
|
|
||||
(In millions, except share figures)
|
2013
|
|
|
2012
|
|
||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,303
|
|
|
$
|
2,301
|
|
Receivables
|
|
|
|
||||
Commissions and fees
|
3,065
|
|
|
2,858
|
|
||
Advanced premiums and claims
|
61
|
|
|
62
|
|
||
Other
|
282
|
|
|
244
|
|
||
|
3,408
|
|
|
3,164
|
|
||
Less-allowance for doubtful accounts and cancellations
|
(98
|
)
|
|
(106
|
)
|
||
Net receivables
|
3,310
|
|
|
3,058
|
|
||
Current deferred tax assets
|
482
|
|
|
410
|
|
||
Other current assets
|
205
|
|
|
194
|
|
||
Total current assets
|
6,300
|
|
|
5,963
|
|
||
Goodwill and intangible assets
|
7,365
|
|
|
7,261
|
|
||
Fixed assets, net
|
828
|
|
|
809
|
|
||
Pension related assets
|
979
|
|
|
260
|
|
||
Deferred tax assets
|
626
|
|
|
1,223
|
|
||
Other assets
|
882
|
|
|
772
|
|
||
|
$
|
16,980
|
|
|
$
|
16,288
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
334
|
|
|
$
|
260
|
|
Accounts payable and accrued liabilities
|
1,861
|
|
|
1,721
|
|
||
Accrued compensation and employee benefits
|
1,466
|
|
|
1,473
|
|
||
Accrued income taxes
|
148
|
|
|
110
|
|
||
Total current liabilities
|
3,809
|
|
|
3,564
|
|
||
Fiduciary liabilities
|
4,234
|
|
|
3,992
|
|
||
Less – cash and investments held in a fiduciary capacity
|
(4,234
|
)
|
|
(3,992
|
)
|
||
|
—
|
|
|
—
|
|
||
Long-term debt
|
2,621
|
|
|
2,658
|
|
||
Pension, postretirement and postemployment benefits
|
1,150
|
|
|
2,094
|
|
||
Liabilities for errors and omissions
|
373
|
|
|
460
|
|
||
Other liabilities
|
1,052
|
|
|
906
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued
|
—
|
|
|
—
|
|
||
Common stock, $1 par value, authorized
|
|
|
|
||||
1,600,000,000 shares, issued 560,641,640 shares at December 31, 2013 and December 31, 2012
|
561
|
|
|
561
|
|
||
Additional paid-in capital
|
1,028
|
|
|
1,107
|
|
||
Retained earnings
|
9,452
|
|
|
8,628
|
|
||
Accumulated other comprehensive loss
|
(2,621
|
)
|
|
(3,307
|
)
|
||
Non-controlling interests
|
70
|
|
|
64
|
|
||
|
8,490
|
|
|
7,053
|
|
||
Less – treasury shares, at cost,
13,882,204
s
hares at December 31, 2013 and 15,133,774 shares at December 31, 2012
|
(515
|
)
|
|
(447
|
)
|
||
Total equity
|
7,975
|
|
|
6,606
|
|
||
|
$
|
16,980
|
|
|
$
|
16,288
|
|
For the Years Ended December 31,
|
|
|
|
|
|
||||||
(In millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Operating cash flows:
|
|
|
|
|
|
||||||
Net income before non-controlling interests
|
$
|
1,385
|
|
|
$
|
1,201
|
|
|
$
|
1,015
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation and amortization of fixed assets and capitalized software
|
286
|
|
|
277
|
|
|
267
|
|
|||
Amortization of intangible assets
|
72
|
|
|
72
|
|
|
65
|
|
|||
Intangible asset impairment
|
5
|
|
|
8
|
|
|
—
|
|
|||
Adjustments to acquisition related contingent consideration liability
|
24
|
|
|
(44
|
)
|
|
—
|
|
|||
Cost of early extinguishment of debt
|
24
|
|
|
—
|
|
|
72
|
|
|||
Provision for deferred income taxes
|
184
|
|
|
96
|
|
|
178
|
|
|||
Gain on investments
|
(69
|
)
|
|
(24
|
)
|
|
(8
|
)
|
|||
Loss on disposition of assets
|
1
|
|
|
23
|
|
|
35
|
|
|||
Stock option expense
|
18
|
|
|
26
|
|
|
21
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Net receivables
|
(245
|
)
|
|
(144
|
)
|
|
143
|
|
|||
Other current assets
|
(70
|
)
|
|
(37
|
)
|
|
(225
|
)
|
|||
Other assets
|
(766
|
)
|
|
(177
|
)
|
|
(94
|
)
|
|||
Accounts payable and accrued liabilities
|
106
|
|
|
(210
|
)
|
|
108
|
|
|||
Accrued compensation and employee benefits
|
(8
|
)
|
|
72
|
|
|
107
|
|
|||
Accrued income taxes
|
43
|
|
|
44
|
|
|
1
|
|
|||
Other liabilities
|
383
|
|
|
174
|
|
|
32
|
|
|||
Effect of exchange rate changes
|
(32
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|||
Net cash provided by operations
|
1,341
|
|
|
1,322
|
|
|
1,705
|
|
|||
Financing cash flows:
|
|
|
|
|
|
||||||
Purchase of treasury shares
|
(550
|
)
|
|
(230
|
)
|
|
(361
|
)
|
|||
Proceeds from debt
|
547
|
|
|
248
|
|
|
496
|
|
|||
Repayments of debt
|
(260
|
)
|
|
(259
|
)
|
|
(11
|
)
|
|||
Payments for early extinguishment of debt
|
(274
|
)
|
|
—
|
|
|
(672
|
)
|
|||
Purchase of non-controlling interests
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||
Shares withheld for taxes on vested units – treasury shares
|
(79
|
)
|
|
(97
|
)
|
|
(93
|
)
|
|||
Issuance of common stock from treasury shares
|
352
|
|
|
248
|
|
|
162
|
|
|||
Payments of contingent consideration for acquisitions
|
(9
|
)
|
|
(30
|
)
|
|
(16
|
)
|
|||
Distributions of non-controlling interests
|
(28
|
)
|
|
(16
|
)
|
|
(11
|
)
|
|||
Dividends paid
|
(533
|
)
|
|
(497
|
)
|
|
(480
|
)
|
|||
Net cash used for financing activities
|
(834
|
)
|
|
(633
|
)
|
|
(1,007
|
)
|
|||
Investing cash flows:
|
|
|
|
|
|
||||||
Capital expenditures
|
(401
|
)
|
|
(320
|
)
|
|
(280
|
)
|
|||
Net sales of long-term investments
|
93
|
|
|
20
|
|
|
62
|
|
|||
Proceeds from sales of fixed assets
|
5
|
|
|
6
|
|
|
3
|
|
|||
Dispositions
|
5
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions
|
(142
|
)
|
|
(292
|
)
|
|
(237
|
)
|
|||
Other, net
|
(6
|
)
|
|
3
|
|
|
(5
|
)
|
|||
Net cash used for investing activities
|
(446
|
)
|
|
(583
|
)
|
|
(457
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(59
|
)
|
|
82
|
|
|
(22
|
)
|
|||
Increase in cash and cash equivalents
|
2
|
|
|
188
|
|
|
219
|
|
|||
Cash and cash equivalents at beginning of period
|
2,301
|
|
|
2,113
|
|
|
1,894
|
|
|||
Cash and cash equivalents at end of period
|
$
|
2,303
|
|
|
$
|
2,301
|
|
|
$
|
2,113
|
|
For the Years Ended December 31,
|
|
|
|
|
|
||||||
(In millions, except per share figures)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
COMMON STOCK
|
|
|
|
|
|
||||||
Balance, beginning and end of year
|
$
|
561
|
|
|
$
|
561
|
|
|
$
|
561
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
1,107
|
|
|
$
|
1,156
|
|
|
$
|
1,185
|
|
Change in accrued stock compensation costs
|
(22
|
)
|
|
(16
|
)
|
|
(13
|
)
|
|||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact
|
(57
|
)
|
|
(34
|
)
|
|
(14
|
)
|
|||
Purchase of subsidiary shares from non-controlling interests
|
—
|
|
|
1
|
|
|
(2
|
)
|
|||
Balance, end of period
|
$
|
1,028
|
|
|
$
|
1,107
|
|
|
$
|
1,156
|
|
RETAINED EARNINGS
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
8,628
|
|
|
$
|
7,949
|
|
|
$
|
7,436
|
|
Net income attributable to the Company
|
1,357
|
|
|
1,176
|
|
|
993
|
|
|||
Dividend equivalents declared - (per share amounts: $0.96 in 2013, $0.90 in 2012, and $0.86 in 2011)
|
(6
|
)
|
|
(8
|
)
|
|
(14
|
)
|
|||
Dividends declared – (per share amounts: $0.96 in 2013, $0.90 in 2012, and $0.86 in 2011)
|
(527
|
)
|
|
(489
|
)
|
|
(466
|
)
|
|||
Balance, end of period
|
$
|
9,452
|
|
|
$
|
8,628
|
|
|
$
|
7,949
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
(3,307
|
)
|
|
$
|
(3,188
|
)
|
|
$
|
(2,300
|
)
|
Other comprehensive income (loss), net of tax
|
686
|
|
|
(119
|
)
|
|
(888
|
)
|
|||
Balance, end of period
|
$
|
(2,621
|
)
|
|
$
|
(3,307
|
)
|
|
$
|
(3,188
|
)
|
TREASURY SHARES
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
(447
|
)
|
|
$
|
(595
|
)
|
|
$
|
(514
|
)
|
Issuance of shares under stock compensation plans and employee stock purchase plans
|
481
|
|
|
378
|
|
|
280
|
|
|||
Issuance of shares for acquisitions
|
1
|
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury shares
|
(550
|
)
|
|
(230
|
)
|
|
(361
|
)
|
|||
Balance, end of period
|
$
|
(515
|
)
|
|
$
|
(447
|
)
|
|
$
|
(595
|
)
|
NON-CONTROLLING INTERESTS
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
64
|
|
|
$
|
57
|
|
|
$
|
47
|
|
Net income attributable to non-controlling interests
|
28
|
|
|
25
|
|
|
22
|
|
|||
Distributions
|
(28
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|||
Other changes
|
6
|
|
|
(2
|
)
|
|
(7
|
)
|
|||
Balance, end of period
|
$
|
70
|
|
|
$
|
64
|
|
|
$
|
57
|
|
TOTAL EQUITY
|
$
|
7,975
|
|
|
$
|
6,606
|
|
|
$
|
5,940
|
|
December 31,
|
|
|
|
|
||||
(In millions of dollars)
|
|
2013
|
|
|
2012
|
|
||
Furniture and equipment
|
|
$
|
1,201
|
|
|
$
|
1,168
|
|
Land and buildings
|
|
408
|
|
|
412
|
|
||
Leasehold and building improvements
|
|
816
|
|
|
811
|
|
||
|
|
2,425
|
|
|
2,391
|
|
||
Less-accumulated depreciation and amortization
|
|
(1,597
|
)
|
|
(1,582
|
)
|
||
|
|
$
|
828
|
|
|
$
|
809
|
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Assets acquired, excluding cash
|
$
|
217
|
|
|
$
|
380
|
|
|
$
|
214
|
|
Released from escrow in 2012
|
—
|
|
|
(62
|
)
|
|
—
|
|
|||
Liabilities assumed
|
(53
|
)
|
|
(42
|
)
|
|
(21
|
)
|
|||
Contingent/deferred purchase consideration
|
(39
|
)
|
|
(46
|
)
|
|
(33
|
)
|
|||
Net cash outflow for current year acquisitions
|
125
|
|
|
230
|
|
|
160
|
|
|||
Purchase of other intangibles
|
2
|
|
|
3
|
|
|
4
|
|
|||
Deferred purchase consideration from prior years' acquisitions
|
15
|
|
|
59
|
|
|
11
|
|
|||
Subtotal
|
$
|
142
|
|
|
$
|
292
|
|
|
$
|
175
|
|
Cash paid into escrow for future acquisition
|
—
|
|
|
—
|
|
|
62
|
|
|||
Net cash outflow for acquisitions
|
$
|
142
|
|
|
$
|
292
|
|
|
$
|
237
|
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Interest paid
|
$
|
170
|
|
|
$
|
183
|
|
|
$
|
188
|
|
Income taxes paid, net of refunds
|
$
|
360
|
|
|
$
|
350
|
|
|
$
|
37
|
|
For the Year Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Balance at beginning of year
|
$
|
106
|
|
|
$
|
105
|
|
|
$
|
114
|
|
Provision charged to operations
|
16
|
|
|
11
|
|
|
11
|
|
|||
Accounts written-off, net of recoveries
|
(19
|
)
|
|
(12
|
)
|
|
(21
|
)
|
|||
Effect of exchange rate changes and other
|
(5
|
)
|
|
2
|
|
|
1
|
|
|||
Balance at end of year
|
$
|
98
|
|
|
$
|
106
|
|
|
$
|
105
|
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2013
|
$
|
4
|
|
|
$
|
(3,451
|
)
|
|
$
|
140
|
|
|
$
|
(3,307
|
)
|
Other comprehensive income (loss) before reclassifications
|
1
|
|
|
574
|
|
|
(84
|
)
|
|
491
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
195
|
|
|
—
|
|
|
195
|
|
||||
Net current period other comprehensive income (loss)
|
1
|
|
|
769
|
|
|
(84
|
)
|
|
686
|
|
||||
Balance as of December 31, 2013
|
$
|
5
|
|
|
$
|
(2,682
|
)
|
|
$
|
56
|
|
|
$
|
(2,621
|
)
|
For the year ended December 31,
|
2013
|
||||||||
(In millions of dollars)
|
Pre-Tax
|
Tax (Credit)
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
(86
|
)
|
$
|
(2
|
)
|
$
|
(84
|
)
|
Unrealized investment gains (losses)
|
1
|
|
—
|
|
1
|
|
|||
Pension/post-retirement plans:
|
|
|
|
||||||
Amortization of losses (gains) included in net periodic pension cost:
|
|
|
|
||||||
Prior service gains
|
(22
|
)
|
(8
|
)
|
(14
|
)
|
|||
Net actuarial losses
|
317
|
|
108
|
|
209
|
|
|||
Subtotal
|
295
|
|
100
|
|
195
|
|
|||
Net gains arising during period
|
898
|
|
339
|
|
559
|
|
|||
Foreign currency translation adjustments
|
27
|
|
8
|
|
19
|
|
|||
Other adjustments
|
(7
|
)
|
(3
|
)
|
(4
|
)
|
|||
Pension/post-retirement plans gains
|
1,213
|
|
444
|
|
769
|
|
|||
Other comprehensive income
|
$
|
1,128
|
|
$
|
442
|
|
$
|
686
|
|
For the year ended December 31,
|
2012
|
||||||||
(In millions of dollars)
|
Pre-Tax
|
Tax (Credit)
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
177
|
|
$
|
(5
|
)
|
$
|
182
|
|
Unrealized investment losses
|
(1
|
)
|
1
|
|
(2
|
)
|
|||
Pension/post-retirement plans:
|
|
|
|
||||||
Amortization of losses (gains) included in net periodic pension cost:
|
|
|
|
||||||
Prior service gains
|
(31
|
)
|
(12
|
)
|
(19
|
)
|
|||
Net actuarial losses
|
270
|
|
90
|
|
180
|
|
|||
Subtotal
|
239
|
|
78
|
|
161
|
|
|||
Net loss arising during period
|
(648
|
)
|
(217
|
)
|
(431
|
)
|
|||
Foreign currency translation adjustments
|
(113
|
)
|
(26
|
)
|
(87
|
)
|
|||
Other adjustments
|
75
|
|
17
|
|
58
|
|
|||
Pension/post-retirement plans losses
|
(447
|
)
|
(148
|
)
|
(299
|
)
|
|||
Other comprehensive loss
|
$
|
(271
|
)
|
$
|
(152
|
)
|
$
|
(119
|
)
|
For the year ended December 31,
|
2011
|
||||||||
(In millions of dollars)
|
Pre-Tax
|
Tax (Credit)
|
Net of Tax
|
||||||
Foreign currency translation adjustments
|
$
|
(100
|
)
|
$
|
4
|
|
$
|
(104
|
)
|
Unrealized investment losses
|
(9
|
)
|
(4
|
)
|
(5
|
)
|
|||
Pension/post-retirement plans:
|
|
|
|
||||||
Amortization of losses (gains) included in net periodic pension cost:
|
|
|
|
||||||
Prior service gains
|
(32
|
)
|
(13
|
)
|
(19
|
)
|
|||
Net actuarial losses
|
213
|
|
68
|
|
145
|
|
|||
Subtotal
|
181
|
|
55
|
|
126
|
|
|||
Net loss arising during period
|
(1,289
|
)
|
(388
|
)
|
(901
|
)
|
|||
Foreign currency translation adjustments
|
(14
|
)
|
(3
|
)
|
(11
|
)
|
|||
Other adjustments
|
8
|
|
1
|
|
7
|
|
|||
Pension/post-retirement plans losses
|
(1,114
|
)
|
(335
|
)
|
(779
|
)
|
|||
Other comprehensive loss
|
$
|
(1,223
|
)
|
$
|
(335
|
)
|
$
|
(888
|
)
|
(In millions of dollars)
|
December 31, 2013
|
|
|
December 31, 2012
|
|
||
Foreign currency translation adjustments (net of deferred tax liability of $7 and $9 in 2013 and 2012, respectively)
|
$
|
56
|
|
|
$
|
140
|
|
Net unrealized investment gains (net of deferred tax liability of $2 in 2013 and 2012, respectively)
|
5
|
|
|
4
|
|
||
Net charges related to pension / post-retirement plans (net of deferred tax asset of $1,213 and $1,657 in 2013 and 2012, respectively)
|
(2,682
|
)
|
|
(3,451
|
)
|
||
|
$
|
(2,621
|
)
|
|
$
|
(3,307
|
)
|
•
|
June - Marsh acquired Rehder y Asociados Group, an insurance adviser in Peru. The business includes the insurance broker Rehder y Asociados and employee health and benefits specialist, Humanasalud. Marsh also completed the acquisition of Franco & Acra Tecniseguros, an insurance advisor in the Dominican Republic.
|
•
|
July - Guy Carpenter acquired Smith Group, a specialist disability reinsurance risk manager and consultant based in Maine.
|
•
|
September - Marsh purchased an additional stake in Insia a.s., an insurance broker operating in the Czech Republic and Slovakia which, when combined with its prior holdings, gave MMC a controlling interest. Insia a.s. was previously accounted for under the equity method.
|
•
|
November - Marsh & McLennan Agency ("MMA") acquired Elsey & Associates, a Texas-based provider of surety bonds and insurance coverage to the construction industry.
|
•
|
December - MMA acquired Cambridge Property and Casualty, a Michigan-based company providing insurance and risk management services to high net worth individuals and mid-sized businesses.
|
•
|
July - Oliver Wyman acquired Corven, a U.K.-based management consultancy firm.
|
•
|
August - Mercer acquired Global Remuneration Solutions, a market leading compensation consulting firm based in South Africa.
|
(In millions)
|
2013
|
|
|
Cash
|
$
|
139
|
|
Estimated fair value of deferred/contingent consideration
|
39
|
|
|
Total Consideration
|
$
|
178
|
|
Allocation of purchase price:
|
|
||
Cash and cash equivalents
|
$
|
14
|
|
Accounts receivable, net
|
10
|
|
|
Other current assets
|
12
|
|
|
Property, plant, and equipment
|
3
|
|
|
Intangible assets (primarily customer lists amortized over 10 years)
|
77
|
|
|
Goodwill
|
113
|
|
|
Other assets
|
2
|
|
|
Total assets acquired
|
231
|
|
|
Current liabilities
|
21
|
|
|
Other liabilities
|
32
|
|
|
Total liabilities assumed
|
53
|
|
|
Net assets acquired
|
$
|
178
|
|
•
|
January - Marsh acquired Alexander Forbes' South African brokerage operations, including Alexander Forbes Risk Services and related ancillary operations and insurance broking operations in Botswana and Namibia to expand Marsh's presence in Africa. Marsh subsequently closed the acquisitions of the Alexander Forbes operations in Uganda, Malawi and Zambia.
|
•
|
March - MMA acquired KSPH, LLC, a middle-market employee benefits agency based in Virginia, and Marsh acquired Cosmos Services (America) Inc., the U.S. insurance brokerage subsidiary of ITOCHU Corp., which specializes in commercial property/casualty, personal lines, and employee benefits brokerage services to U.S. subsidiaries of Japanese companies.
|
•
|
June - MMA acquired Progressive Benefits Solutions, an employee benefits agency based in North Carolina, and Security Insurance Services, Inc., a Wisconsin-based insurance agency which offers property/casualty and employee benefits products and services to individuals and businesses.
|
•
|
August - MMA acquired Rosenfeld-Einstein, a South Carolina-based employee benefits service provider, and Eidson Insurance, a property/casualty and employee benefits services firm located in Florida.
|
•
|
October - MMA acquired Howalt+McDowell, a South Dakota-based agency which offers property casualty, surety, personal protection and employee benefits insurance to individuals and businesses, and The Protector Group Insurance Agency, a Massachusetts-based agency which provides property casualty, employee benefits services, personal insurance and individual financial services.
|
•
|
November - MMA acquired Brower Insurance, an Ohio-based company providing employee benefits, property/casualty and consulting services.
|
•
|
December - MMA acquired McGraw Wentworth, a Michigan-based company providing consulting services to mid-sized organizations, and Liscomb Hood Mason, a Minnesota-based company providing property/casualty and employee benefits products and services.
|
•
|
February - Mercer acquired the remaining
49%
of Yokogawa-ORC, a global mobility firm based in Japan, which was previously accounted for under the equity method, and Pensjon & Finans, a leading Norway-based financial investment and pension consulting firm.
|
•
|
March - Mercer acquired REPCA, a France-based broking and advisory firm for employer health and benefits plans.
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenue
|
$
|
12,424
|
|
|
$
|
12,202
|
|
|
$
|
11,778
|
|
Income from continuing operations
|
$
|
1,387
|
|
|
$
|
1,222
|
|
|
$
|
990
|
|
Net income attributable to the Company
|
$
|
1,365
|
|
|
$
|
1,195
|
|
|
$
|
1,001
|
|
Basic net income per share:
|
|
|
|
|
|
||||||
– Continuing operations
|
$
|
2.48
|
|
|
$
|
2.20
|
|
|
$
|
1.78
|
|
– Net income attributable to the Company
|
$
|
2.49
|
|
|
$
|
2.20
|
|
|
$
|
1.84
|
|
Diluted net income per share:
|
|
|
|
|
|
||||||
– Continuing operations
|
$
|
2.44
|
|
|
$
|
2.16
|
|
|
$
|
1.75
|
|
– Net income attributable to the Company
|
$
|
2.45
|
|
|
$
|
2.16
|
|
|
$
|
1.81
|
|
For the Year Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
Disposals of discontinued operations
|
(4
|
)
|
|
(2
|
)
|
|
25
|
|
|||
Income tax (credit) expense
|
(10
|
)
|
|
1
|
|
|
(25
|
)
|
|||
Disposals of discontinued operations, net of tax
|
6
|
|
|
(3
|
)
|
|
50
|
|
|||
Discontinued operations, net of tax
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
33
|
|
Discontinued operations, net of tax per share
|
|
|
|
|
|
||||||
– Basic
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
– Diluted
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
||
Balance as of January 1, as reported
|
$
|
6,792
|
|
|
$
|
6,562
|
|
Goodwill acquired
|
113
|
|
|
226
|
|
||
Other adjustments
(a)
|
(12
|
)
|
|
4
|
|
||
Balance at December 31,
|
$
|
6,893
|
|
|
$
|
6,792
|
|
(a)
|
Reflects increases due to the impact of foreign exchange in both years.
2013
also reflects a reduction due to purchase accounting adjustments.
|
(In millions of dollars)
|
2013
|
|
2012
|
||||||||||||||||||||
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
||||||
Amortized intangibles
|
$
|
888
|
|
|
$
|
416
|
|
|
$
|
472
|
|
|
$
|
814
|
|
|
$
|
345
|
|
|
$
|
469
|
|
For the Years Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Income before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
407
|
|
|
$
|
398
|
|
|
$
|
121
|
|
Other
|
1,566
|
|
|
1,298
|
|
|
1,283
|
|
|||
|
$
|
1,973
|
|
|
$
|
1,696
|
|
|
$
|
1,404
|
|
|
|
|
|
|
|
||||||
The expense (benefit) for income taxes is comprised of:
|
|
|
|
|
|||||||
Income taxes:
|
|
|
|
|
|
||||||
Current–
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
102
|
|
|
$
|
42
|
|
|
$
|
7
|
|
Other national governments
|
264
|
|
|
336
|
|
|
289
|
|
|||
U.S. state and local
|
45
|
|
|
24
|
|
|
24
|
|
|||
|
411
|
|
|
402
|
|
|
320
|
|
|||
Deferred–
|
|
|
|
|
|
||||||
U.S. Federal
|
12
|
|
|
(18
|
)
|
|
5
|
|
|||
Other national governments
|
149
|
|
|
89
|
|
|
90
|
|
|||
U.S. state and local
|
22
|
|
|
19
|
|
|
7
|
|
|||
|
183
|
|
|
90
|
|
|
102
|
|
|||
Total income taxes
|
$
|
594
|
|
|
$
|
492
|
|
|
$
|
422
|
|
December 31,
|
|||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses not currently deductible
|
$
|
570
|
|
|
$
|
589
|
|
Differences related to non-U.S. operations
(a)
|
140
|
|
|
159
|
|
||
Accrued retirement & postretirement benefits—non-U.S. operations
|
—
|
|
|
107
|
|
||
Accrued retirement benefits U.S.
|
297
|
|
|
604
|
|
||
Net operating losses
(b)
|
79
|
|
|
104
|
|
||
Income currently recognized for tax
|
74
|
|
|
75
|
|
||
Foreign tax credit carryforwards
|
157
|
|
|
224
|
|
||
Other
|
90
|
|
|
77
|
|
||
|
$
|
1,407
|
|
|
$
|
1,939
|
|
Deferred tax liabilities:
|
|
|
|
||||
Unrealized investment holding gains
|
$
|
2
|
|
|
$
|
2
|
|
Differences related to non-U.S. operations
|
112
|
|
|
107
|
|
||
Depreciation and amortization
|
273
|
|
|
245
|
|
||
Accrued retirement & postretirement benefits - non-U.S. operations
|
89
|
|
|
—
|
|
||
Other
|
3
|
|
|
4
|
|
||
|
$
|
479
|
|
|
$
|
358
|
|
(a)
|
Net of valuation allowances of $
12 million
in
2013
and
$7 million
in
2012
.
|
(b)
|
Net of valuation allowances of $
70 million
in
2013
and $
65 million
in
2012
.
|
December 31,
|
|||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
||
Balance sheet classifications:
|
|
|
|
||||
Current assets
|
$
|
482
|
|
|
$
|
410
|
|
Other assets
|
$
|
626
|
|
|
$
|
1,223
|
|
Current liabilities
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
Other liabilities
|
$
|
(162
|
)
|
|
$
|
(34
|
)
|
For the Years Ended December 31,
|
2013
|
|
|
2012
|
|
|
2011
|
|
U.S. Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
U.S. state and local income taxes—net of U.S. Federal income tax benefit
|
2.1
|
|
|
1.9
|
|
|
1.6
|
|
Differences related to non-U.S. operations
|
(6.0
|
)
|
|
(6.1
|
)
|
|
(6.5
|
)
|
Other
|
(1.0
|
)
|
|
(1.8
|
)
|
|
—
|
|
Effective tax rate
|
30.1
|
%
|
|
29.0
|
%
|
|
30.1
|
%
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Balance at January 1,
|
$
|
117
|
|
|
$
|
143
|
|
|
$
|
199
|
|
Additions, based on tax positions related to current year
|
16
|
|
|
26
|
|
|
7
|
|
|||
Additions for tax positions of prior years
|
35
|
|
|
35
|
|
|
39
|
|
|||
Reductions for tax positions of prior years
|
(7
|
)
|
|
(41
|
)
|
|
(91
|
)
|
|||
Settlements
|
(3
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Lapses in statutes of limitation
|
(30
|
)
|
|
(40
|
)
|
|
(5
|
)
|
|||
Balance at December 31,
|
$
|
128
|
|
|
$
|
117
|
|
|
$
|
143
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Discount rate (for expense)
|
4.38
|
%
|
|
4.91
|
%
|
|
4.32
|
%
|
|
5.05
|
%
|
Expected return on plan assets
|
7.68
|
%
|
|
8.03
|
%
|
|
—
|
|
|
—
|
|
Rate of compensation increase (for expense)
|
2.43
|
%
|
|
3.09
|
%
|
|
—
|
|
|
—
|
|
Discount rate (for benefit obligation)
|
4.82
|
%
|
|
4.38
|
%
|
|
5.03
|
%
|
|
4.32
|
%
|
Rate of compensation increase (for benefit obligation)
|
2.64
|
%
|
|
2.43
|
%
|
|
—
|
|
|
—
|
|
Combined U.S. and significant non-U.S. Plans
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
For the Years Ended December 31,
|
Benefits
|
|
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||
Service cost
|
$
|
252
|
|
|
$
|
240
|
|
|
$
|
226
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
581
|
|
|
596
|
|
|
609
|
|
|
11
|
|
|
13
|
|
|
13
|
|
||||||
Expected return on plan assets
|
(911
|
)
|
|
(905
|
)
|
|
(887
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(22
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
|
(14
|
)
|
|
(13
|
)
|
||||||
Recognized actuarial loss (credit)
|
315
|
|
|
270
|
|
|
215
|
|
|
2
|
|
|
—
|
|
|
(4
|
)
|
||||||
Net periodic benefit cost
|
$
|
215
|
|
|
$
|
182
|
|
|
$
|
144
|
|
|
$
|
18
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
5,197
|
|
|
$
|
4,533
|
|
|
$
|
176
|
|
|
$
|
162
|
|
Service cost
|
104
|
|
|
93
|
|
|
3
|
|
|
3
|
|
||||
Interest cost
|
229
|
|
|
230
|
|
|
7
|
|
|
8
|
|
||||
Plan combination
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(547
|
)
|
|
522
|
|
|
(15
|
)
|
|
13
|
|
||||
Medicare Part D subsidy
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
||||
Benefits paid
|
(192
|
)
|
|
(181
|
)
|
|
(14
|
)
|
|
(13
|
)
|
||||
Benefit obligation, December 31
|
$
|
4,827
|
|
|
$
|
5,197
|
|
|
$
|
158
|
|
|
$
|
176
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
3,936
|
|
|
$
|
3,493
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Plan combination
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
488
|
|
|
500
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
26
|
|
|
124
|
|
|
13
|
|
|
10
|
|
||||
Medicare Part D subsidy
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
||||
Benefits paid
|
(192
|
)
|
|
(181
|
)
|
|
(14
|
)
|
|
(13
|
)
|
||||
Fair value of plan assets, December 31
|
$
|
4,279
|
|
|
$
|
3,936
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net funded status, December 31
|
$
|
(548
|
)
|
|
$
|
(1,261
|
)
|
|
$
|
(158
|
)
|
|
$
|
(176
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(24
|
)
|
|
$
|
(25
|
)
|
|
$
|
(8
|
)
|
|
$
|
(9
|
)
|
Noncurrent liabilities
|
(524
|
)
|
|
(1,236
|
)
|
|
(150
|
)
|
|
(167
|
)
|
||||
Net liability recognized, December 31
|
$
|
(548
|
)
|
|
$
|
(1,261
|
)
|
|
$
|
(158
|
)
|
|
$
|
(176
|
)
|
Amounts recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
7
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial (loss) gain
|
(974
|
)
|
|
(1,887
|
)
|
|
13
|
|
|
(2
|
)
|
||||
Total recognized accumulated other comprehensive (loss) income, December 31
|
$
|
(967
|
)
|
|
$
|
(1,864
|
)
|
|
$
|
13
|
|
|
$
|
(2
|
)
|
Cumulative employer contributions in excess (deficient) of net periodic cost
|
419
|
|
|
603
|
|
|
(171
|
)
|
|
(174
|
)
|
||||
Net amount recognized in consolidated balance sheet
|
$
|
(548
|
)
|
|
$
|
(1,261
|
)
|
|
$
|
(158
|
)
|
|
$
|
(176
|
)
|
Accumulated benefit obligation at December 31
|
$
|
4,753
|
|
|
$
|
5,114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Reconciliation of prior service credit (charge) recognized in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
23
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Recognized as component of net periodic benefit credit
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|
(13
|
)
|
||||
Prior service credit, December 31
|
$
|
7
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Reconciliation of net actuarial gain (loss) recognized in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(1,887
|
)
|
|
$
|
(1,695
|
)
|
|
$
|
(2
|
)
|
|
$
|
12
|
|
Recognized as component of net periodic benefit cost
|
208
|
|
|
152
|
|
|
—
|
|
|
(1
|
)
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Liability experience
|
541
|
|
|
(522
|
)
|
|
15
|
|
|
(13
|
)
|
||||
Asset experience
|
164
|
|
|
178
|
|
|
—
|
|
|
—
|
|
||||
Total gain (loss) recognized as change in plan assets and benefit obligations
|
705
|
|
|
(344
|
)
|
|
15
|
|
|
(13
|
)
|
||||
Net actuarial gain (loss), December 31
|
$
|
(974
|
)
|
|
$
|
(1,887
|
)
|
|
$
|
13
|
|
|
$
|
(2
|
)
|
For the Years Ended December 31,
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive loss (income)
|
$
|
(696
|
)
|
|
$
|
346
|
|
|
$
|
467
|
|
|
$
|
(5
|
)
|
|
$
|
24
|
|
|
$
|
(9
|
)
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||
(In millions of dollars)
|
2014
|
|
|
2014
|
|
||
Prior service credit
|
$
|
(7
|
)
|
|
$
|
—
|
|
Net actuarial loss
|
105
|
|
|
1
|
|
||
Projected cost
|
$
|
98
|
|
|
$
|
1
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement Benefits
|
||||||||
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Discount rate (for expense)
|
4.45
|
%
|
|
5.15
|
%
|
|
4.25
|
%
|
|
5.10
|
%
|
Expected return on plan assets
|
8.75
|
%
|
|
8.75
|
%
|
|
—
|
|
|
—
|
|
Rate of compensation increase (for expense)
|
2.00
|
%
|
|
2.00
|
%
|
|
—
|
|
|
—
|
|
Discount rate (for benefit obligation)
|
5.30
|
%
|
|
4.45
|
%
|
|
5.17
|
%
|
|
4.25
|
%
|
Rate of compensation increase (for benefit obligation)
|
2.00
|
%
|
|
2.00
|
%
|
|
—
|
|
|
—
|
|
U.S. Plans only
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
For the Years Ended December 31,
|
|
||||||||||||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||
Service cost
|
$
|
104
|
|
|
$
|
93
|
|
|
$
|
83
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
229
|
|
|
230
|
|
|
231
|
|
|
7
|
|
|
8
|
|
|
8
|
|
||||||
Expected return on plan assets
|
(324
|
)
|
|
(322
|
)
|
|
(315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(16
|
)
|
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Recognized actuarial loss (credit)
|
207
|
|
|
152
|
|
|
100
|
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
||||||
Net periodic benefit cost (credit)
|
$
|
200
|
|
|
$
|
137
|
|
|
$
|
83
|
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
(In millions of dollars)
|
1 Percentage
Point Increase
|
|
1 Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
$
|
2
|
|
|
$
|
(7
|
)
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
8,579
|
|
|
$
|
7,717
|
|
|
$
|
107
|
|
|
$
|
91
|
|
Service cost
|
148
|
|
|
147
|
|
|
2
|
|
|
2
|
|
||||
Interest cost
|
352
|
|
|
366
|
|
|
4
|
|
|
5
|
|
||||
Employee contributions
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(53
|
)
|
|
419
|
|
|
(8
|
)
|
|
10
|
|
||||
Plan amendments
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
||||
Effect of settlement
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Effect of curtailment
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Benefits paid
|
(293
|
)
|
|
(278
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
Foreign currency changes
|
(31
|
)
|
|
280
|
|
|
(4
|
)
|
|
4
|
|
||||
Other
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation December 31
|
$
|
8,711
|
|
|
$
|
8,579
|
|
|
$
|
97
|
|
|
$
|
107
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
8,312
|
|
|
$
|
7,206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
698
|
|
|
721
|
|
|
—
|
|
|
—
|
|
||||
Effect of settlement
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
620
|
|
|
389
|
|
|
4
|
|
|
4
|
|
||||
Employee contributions
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(293
|
)
|
|
(278
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
Foreign currency changes
|
5
|
|
|
273
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, December 31
|
$
|
9,351
|
|
|
$
|
8,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net funded status, December 31
|
$
|
640
|
|
|
$
|
(267
|
)
|
|
$
|
(97
|
)
|
|
$
|
(107
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
977
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(5
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
Non-current liabilities
|
(332
|
)
|
|
(519
|
)
|
|
(93
|
)
|
|
(103
|
)
|
||||
Net asset (liability) recognized, December 31
|
$
|
640
|
|
|
$
|
(267
|
)
|
|
$
|
(97
|
)
|
|
$
|
(107
|
)
|
Amounts recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
85
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial (loss) gain
|
(3,010
|
)
|
|
(3,309
|
)
|
|
(16
|
)
|
|
(27
|
)
|
||||
Total recognized accumulated other comprehensive (loss) income, December 31
|
$
|
(2,925
|
)
|
|
$
|
(3,216
|
)
|
|
$
|
(16
|
)
|
|
$
|
(27
|
)
|
Cumulative employer contributions in excess (deficient) of net periodic cost
|
3,565
|
|
|
2,949
|
|
|
(81
|
)
|
|
(80
|
)
|
||||
Net asset (liability) recognized in consolidated balance sheet, December 31
|
$
|
640
|
|
|
$
|
(267
|
)
|
|
$
|
(97
|
)
|
|
$
|
(107
|
)
|
Accumulated benefit obligation, December 31
|
$
|
8,413
|
|
|
$
|
8,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Reconciliation of prior service credit (cost):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
93
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Recognized as component of net periodic benefit credit
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Effect of curtailment
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Plan amendments
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
Exchange rate adjustments
|
(2
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Prior service credit, December 31
|
$
|
85
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Reconciliation of net actuarial gain (loss):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(3,309
|
)
|
|
$
|
(3,038
|
)
|
|
$
|
(27
|
)
|
|
$
|
(19
|
)
|
Recognized as component of net periodic benefit cost
|
108
|
|
|
118
|
|
|
2
|
|
|
1
|
|
||||
Effect of settlement
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Liability experience
|
53
|
|
|
(419
|
)
|
|
8
|
|
|
(10
|
)
|
||||
Asset experience
|
111
|
|
|
138
|
|
|
—
|
|
|
—
|
|
||||
Effect of curtailment
|
—
|
|
|
3
|
|
|
—
|
|
|
1
|
|
||||
Total amount recognized as change in plan assets and benefit obligations
|
164
|
|
|
(278
|
)
|
|
8
|
|
|
(9
|
)
|
||||
Exchange rate adjustments
|
27
|
|
|
(112
|
)
|
|
1
|
|
|
—
|
|
||||
Net actuarial gain (loss), December 31
|
$
|
(3,010
|
)
|
|
$
|
(3,309
|
)
|
|
$
|
(16
|
)
|
|
$
|
(27
|
)
|
For the Years Ended December 31,
|
Non-U.S. Pension
Benefits
|
|
Non-U.S. Postretirement
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
(276
|
)
|
|
$
|
246
|
|
|
$
|
792
|
|
|
$
|
(2
|
)
|
|
$
|
16
|
|
|
$
|
12
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||
(In millions of dollars)
|
2014
|
|
|
2014
|
|
||
Prior service credit
|
$
|
(6
|
)
|
|
$
|
—
|
|
Net actuarial loss
|
95
|
|
|
1
|
|
||
Projected cost
|
$
|
89
|
|
|
$
|
1
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Discount rate (for expense)
|
4.33
|
%
|
|
4.77
|
%
|
|
4.45
|
%
|
|
4.95
|
%
|
Expected return on plan assets
|
7.17
|
%
|
|
7.68
|
%
|
|
—
|
|
|
—
|
|
Rate of compensation increase (for expense)
|
2.69
|
%
|
|
3.73
|
%
|
|
—
|
|
|
—
|
|
Discount rate (for benefit obligation)
|
4.55
|
%
|
|
4.33
|
%
|
|
4.80
|
%
|
|
4.45
|
%
|
Rate of compensation increase (for benefit obligation)
|
2.99
|
%
|
|
2.69
|
%
|
|
—
|
|
|
—
|
|
For the Years Ended December 31,
|
Non-U.S. Pension
Benefits
|
|
Non-U.S. Postretirement
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||
Service cost
|
$
|
148
|
|
|
$
|
147
|
|
|
$
|
143
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
352
|
|
|
366
|
|
|
378
|
|
|
4
|
|
|
5
|
|
|
5
|
|
||||||
Expected return on plan assets
|
(587
|
)
|
|
(583
|
)
|
|
(572
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
(6
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Recognized actuarial loss
|
108
|
|
|
118
|
|
|
115
|
|
|
2
|
|
|
1
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
15
|
|
|
45
|
|
|
61
|
|
|
8
|
|
|
7
|
|
|
7
|
|
||||||
Settlement loss
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment credit
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total cost
|
$
|
15
|
|
|
$
|
45
|
|
|
$
|
61
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
7
|
|
(In millions of dollars)
|
1 Percentage
Point Increase
|
|
1 Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on postretirement benefit obligation
|
$
|
10
|
|
|
$
|
(8
|
)
|
For the Years Ended December 31,
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
2014
|
$
|
207
|
|
|
$
|
287
|
|
|
$
|
11
|
|
|
$
|
4
|
|
2015
|
$
|
219
|
|
|
$
|
299
|
|
|
$
|
11
|
|
|
$
|
4
|
|
2016
|
$
|
233
|
|
|
$
|
318
|
|
|
$
|
11
|
|
|
$
|
5
|
|
2017
|
$
|
244
|
|
|
$
|
342
|
|
|
$
|
11
|
|
|
$
|
5
|
|
2018
|
$
|
255
|
|
|
$
|
350
|
|
|
$
|
11
|
|
|
$
|
5
|
|
2019-2023
|
$
|
1,424
|
|
|
$
|
2,046
|
|
|
$
|
57
|
|
|
$
|
27
|
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||||
Assets
(In millions of dollars)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Common/Collective trusts
|
$
|
138
|
|
|
$
|
5,649
|
|
|
$
|
151
|
|
|
$
|
5,938
|
|
Corporate obligations
|
—
|
|
|
2,330
|
|
|
4
|
|
|
2,334
|
|
||||
Corporate stocks
|
2,434
|
|
|
5
|
|
|
1
|
|
|
2,440
|
|
||||
Private equity/partnerships
|
—
|
|
|
2
|
|
|
799
|
|
|
801
|
|
||||
Government securities
|
10
|
|
|
340
|
|
|
2
|
|
|
352
|
|
||||
Real estate
|
—
|
|
|
7
|
|
|
312
|
|
|
319
|
|
||||
Short-term investment funds
|
824
|
|
|
15
|
|
|
—
|
|
|
839
|
|
||||
Company common stock
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||
Other investments
|
35
|
|
|
3
|
|
|
238
|
|
|
276
|
|
||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Swaps
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total investments
|
$
|
3,702
|
|
|
$
|
8,353
|
|
|
$
|
1,507
|
|
|
$
|
13,562
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||
Assets
(In millions of dollars)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Common/Collective trusts
|
$
|
16
|
|
|
$
|
5,376
|
|
|
$
|
—
|
|
|
$
|
5,392
|
|
Corporate obligations
|
—
|
|
|
2,236
|
|
|
1
|
|
|
2,237
|
|
||||
Corporate stocks
|
2,005
|
|
|
4
|
|
|
9
|
|
|
2,018
|
|
||||
Private equity/partnerships
|
2
|
|
|
2
|
|
|
824
|
|
|
828
|
|
||||
Government securities
|
9
|
|
|
309
|
|
|
—
|
|
|
318
|
|
||||
Real estate
|
11
|
|
|
8
|
|
|
357
|
|
|
376
|
|
||||
Short-term investment funds
|
410
|
|
|
4
|
|
|
—
|
|
|
414
|
|
||||
Company common stock
|
276
|
|
|
—
|
|
|
—
|
|
|
276
|
|
||||
Other investments
|
11
|
|
|
112
|
|
|
216
|
|
|
339
|
|
||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||
Swaps
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Total investments
|
$
|
2,740
|
|
|
$
|
8,055
|
|
|
$
|
1,430
|
|
|
$
|
12,225
|
|
Assets
(In millions)
|
Fair Value,
January 1, 2013
|
|
Purchases
|
|
Sales
|
|
Unrealized
Gain/
(Loss)
|
|
Realized
Gain/
(Loss)
|
|
Exchange
Rate
Impact
|
|
Transfers
in/(out)
and
Other
|
|
Fair
Value, December 31, 2013
|
||||||||||||||||
Private equity/Partnerships
|
$
|
824
|
|
|
$
|
146
|
|
|
$
|
(174
|
)
|
|
$
|
(155
|
)
|
|
$
|
150
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
799
|
|
Real estate
|
357
|
|
|
21
|
|
|
(95
|
)
|
|
6
|
|
|
26
|
|
|
(3
|
)
|
|
—
|
|
|
312
|
|
||||||||
Other investments
|
216
|
|
|
18
|
|
|
(13
|
)
|
|
11
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
238
|
|
||||||||
Common/Collective Trusts
|
—
|
|
|
61
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(5
|
)
|
|
99
|
|
|
151
|
|
||||||||
Insurance group annuity contracts
|
23
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
||||||||
Corporate stocks
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
1
|
|
||||||||
Corporate obligations
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
||||||||
Government Securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||||||
Total assets
|
$
|
1,430
|
|
|
$
|
247
|
|
|
$
|
(282
|
)
|
|
$
|
(144
|
)
|
|
$
|
176
|
|
|
$
|
(3
|
)
|
|
$
|
83
|
|
|
$
|
1,507
|
|
Assets
(In millions)
|
Fair Value,
January 1, 2012
|
|
Purchases
|
|
Sales
|
|
Unrealized
Gain/
(Loss)
|
|
Realized
Gain/
(Loss)
|
|
Exchange
Rate
Impact
|
|
Transfers
in/(out)
and
Other
|
|
Fair
Value,
December 31, 2012
|
||||||||||||||||
Private equity/Partnerships
|
$
|
779
|
|
|
$
|
86
|
|
|
$
|
(79
|
)
|
|
$
|
138
|
|
|
$
|
(113
|
)
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
824
|
|
Real estate
|
319
|
|
|
11
|
|
|
(3
|
)
|
|
104
|
|
|
(86
|
)
|
|
12
|
|
|
—
|
|
|
357
|
|
||||||||
Other investments
|
202
|
|
|
17
|
|
|
(24
|
)
|
|
11
|
|
|
6
|
|
|
4
|
|
|
—
|
|
|
216
|
|
||||||||
Insurance group annuity contracts
|
20
|
|
|
160
|
|
|
(157
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||||
Corporate stocks
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||||
Corporate obligations
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Total assets
|
$
|
1,329
|
|
|
$
|
275
|
|
|
$
|
(263
|
)
|
|
$
|
254
|
|
|
$
|
(194
|
)
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
1,430
|
|
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
1.03%-1.30%
|
|
1.26%-1.27%
|
|
2.28%-2.90%
|
Expected life (in years)
|
6.0
|
|
6.50
|
|
6.75
|
Expected volatility
|
23.6%-24.1%
|
|
26.2%-26.4%
|
|
25.4%-25.8%
|
Expected dividend yield
|
2.48%-2.54%
|
|
2.76%-2.80%
|
|
2.75%-2.86%
|
|
Shares
|
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
($000)
|
||||
Balance at January 1, 2013
|
32,045,793
|
|
|
$
|
29.10
|
|
|
|
|
|
||
Granted
|
2,563,951
|
|
|
$
|
36.55
|
|
|
|
|
|
||
Exercised
|
(9,928,320
|
)
|
|
$
|
28.31
|
|
|
|
|
|
||
Forfeited
|
(124,911
|
)
|
|
$
|
30.18
|
|
|
|
|
|
||
Expired
|
(1,988,647
|
)
|
|
$
|
40.46
|
|
|
|
|
|
||
Balance at December 31, 2013
|
22,567,866
|
|
|
$
|
29.29
|
|
|
4.9 years
|
|
$
|
428,167
|
|
Options vested or expected to vest at December 31, 2013
|
22,098,993
|
|
|
$
|
29.26
|
|
|
4.9 years
|
|
$
|
419,912
|
|
Options exercisable at December 31, 2013
|
15,750,814
|
|
|
$
|
28.02
|
|
|
3.6 years
|
|
$
|
318,923
|
|
|
Restricted Stock Units
|
|
Performance Stock Units
|
||||||||
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
||
Non-vested balance at January 1, 2013
|
8,964,238
|
|
$
|
28.58
|
|
|
730,838
|
|
$
|
31.32
|
|
Granted
|
842,433
|
|
$
|
36.70
|
|
|
289,200
|
|
$
|
36.54
|
|
Vested
|
(5,310,027
|
)
|
$
|
26.96
|
|
|
(76,844
|
)
|
$
|
31.22
|
|
Forfeited
|
(245,835
|
)
|
$
|
31.29
|
|
|
(19,412
|
)
|
$
|
32.71
|
|
Adjustment due to performance
|
—
|
|
$
|
—
|
|
|
37,381
|
|
$
|
31.24
|
|
Non-vested balance at December 31, 2013
|
4,250,809
|
|
$
|
32.04
|
|
|
961,163
|
|
$
|
32.87
|
|
|
Shares
|
|
|
Weighted Average
Grant Date
Fair Value
|
||
Non-vested balance at January 1, 2013
|
31,700
|
|
|
$
|
47.31
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(24,500
|
)
|
|
$
|
47.66
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2013
|
7,200
|
|
|
$
|
46.14
|
|
(In millions of dollars)
|
Identical Assets
(Level 1)
|
|
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||||||||||
|
12/31/13
|
|
|
12/31/12
|
|
|
12/31/13
|
|
|
12/31/12
|
|
|
12/31/13
|
|
|
12/31/12
|
|
|
12/31/13
|
|
|
12/31/12
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
(a)
|
$
|
154
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154
|
|
|
$
|
139
|
|
Money market funds
(b)
|
45
|
|
|
483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
483
|
|
||||||||
Interest rate swap derivatives
(c)
|
—
|
|
|
—
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
6
|
|
||||||||
Total assets measured at fair value
|
$
|
199
|
|
|
$
|
622
|
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
628
|
|
Fiduciary Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
State and local obligations (including non-U.S. locales)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Money market funds
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||||
Total fiduciary assets measured at fair value
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent purchase consideration liability
(d)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
63
|
|
|
$
|
104
|
|
|
$
|
63
|
|
Senior Notes due 2014
(e)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
256
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
256
|
|
|
$
|
104
|
|
|
$
|
63
|
|
|
$
|
357
|
|
|
$
|
319
|
|
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
||
Balance at January 1,
|
$
|
63
|
|
|
$
|
110
|
|
|
Additions
|
26
|
|
|
27
|
|
|
||
Payments
|
(17
|
)
|
|
(30
|
)
|
|
||
Revaluation Impact
|
32
|
|
|
(44
|
)
|
|
||
Balance at December 31,
|
$
|
104
|
|
|
$
|
63
|
|
|
For the Years Ended December 31,
|
Gross
Rental
Commitments
|
|
Rentals
from
Subleases
|
|
Net
Rental
Commitments
|
||||||
(In millions of dollars)
|
|
|
|||||||||
2014
|
$
|
398
|
|
|
$
|
52
|
|
|
$
|
346
|
|
2015
|
$
|
357
|
|
|
$
|
46
|
|
|
$
|
311
|
|
2016
|
$
|
318
|
|
|
$
|
45
|
|
|
$
|
273
|
|
2017
|
$
|
273
|
|
|
$
|
42
|
|
|
$
|
231
|
|
2018
|
$
|
244
|
|
|
$
|
40
|
|
|
$
|
204
|
|
Subsequent years
|
$
|
1,101
|
|
|
$
|
86
|
|
|
$
|
1,015
|
|
For the Years Ended December 31,
|
Future
Minimum
Commitments
|
||
(In millions of dollars)
|
|||
2014
|
$
|
285
|
|
2015
|
119
|
|
|
2016
|
102
|
|
|
Subsequent years
|
170
|
|
|
|
$
|
676
|
|
December 31,
|
|
|
|
||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
||
Short-term:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
334
|
|
|
$
|
260
|
|
Long-term:
|
|
|
|
||||
Senior notes – 4.850% due 2013
|
—
|
|
|
250
|
|
||
Senior notes – 5.875% due 2033
|
297
|
|
|
296
|
|
||
Senior notes – 5.375% due 2014
|
323
|
|
|
326
|
|
||
Senior notes – 5.75% due 2015
|
230
|
|
|
479
|
|
||
Senior notes – 2.30% due 2017
|
249
|
|
|
249
|
|
||
Senior notes – 9.25% due 2019
|
399
|
|
|
398
|
|
||
Senior notes – 4.80% due 2021
|
497
|
|
|
497
|
|
||
Senior notes - 2.55% due 2018
|
248
|
|
|
—
|
|
||
Senior notes - 4.05% due 2023
|
247
|
|
|
—
|
|
||
Mortgage – 5.70% due 2035
|
413
|
|
|
422
|
|
||
Term Loan Facility - due 2016
|
50
|
|
|
—
|
|
||
Other
|
2
|
|
|
1
|
|
||
|
2,955
|
|
|
2,918
|
|
||
Less current portion
|
334
|
|
|
260
|
|
||
|
$
|
2,621
|
|
|
$
|
2,658
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
Income statement classification
(In millions of dollars)
|
Loss on
Swaps
|
|
Gain on
Notes
|
|
Net
Income
Effect
|
|
Loss on
Swaps
|
|
Gain on
Notes
|
|
Net
Income
Effect
|
||||||||||||
Other Operating Expenses
|
$
|
(3
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(In millions of dollars)
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Short-term debt
|
$
|
334
|
|
|
$
|
334
|
|
|
$
|
260
|
|
|
$
|
261
|
|
Long-term debt
|
$
|
2,621
|
|
|
$
|
2,819
|
|
|
$
|
2,658
|
|
|
$
|
2,986
|
|
(In millions of dollars)
|
Balance at
1/1/12
|
|
|
Expense
Incurred
|
|
|
Cash
Paid
|
|
|
Other
|
|
Balance at
12/31/12
|
|
|
Expense
Incurred
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Balance at
12/31/13
|
|
||||||||||
Severance
|
$
|
27
|
|
|
$
|
46
|
|
|
$
|
(38
|
)
|
|
$
|
1
|
|
|
$
|
36
|
|
|
$
|
9
|
|
|
$
|
(33
|
)
|
|
$
|
(1
|
)
|
|
$
|
11
|
|
Future rent under non-cancelable leases and other costs
|
154
|
|
|
32
|
|
|
(50
|
)
|
|
(2
|
)
|
|
134
|
|
|
13
|
|
|
(32
|
)
|
|
(2
|
)
|
|
113
|
|
|||||||||
Total
|
$
|
181
|
|
|
$
|
78
|
|
|
$
|
(88
|
)
|
|
$
|
(1
|
)
|
|
$
|
170
|
|
|
$
|
22
|
|
|
$
|
(65
|
)
|
|
$
|
(3
|
)
|
|
$
|
124
|
|
▪
|
Risk and Insurance Services
, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and
|
▪
|
Consulting
, comprising Mercer and Oliver Wyman Group
|
For the Year Ended December 31,
(In millions of dollars)
|
Revenue
|
|
|
Operating
Income
(Loss)
|
|
Total
Assets
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
|||||||||
2013 –
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk and Insurance Services
|
$
|
6,596
|
|
(a)
|
$
|
1,421
|
|
|
$
|
11,365
|
|
|
$
|
192
|
|
|
$
|
158
|
|
Consulting
|
5,701
|
|
(b)
|
845
|
|
|
5,178
|
|
|
115
|
|
|
155
|
|
|||||
Total Segments
|
12,297
|
|
|
2,266
|
|
|
16,543
|
|
|
307
|
|
|
313
|
|
|||||
Corporate / Eliminations
|
(36
|
)
|
(c)
|
(189
|
)
|
(c)
|
437
|
|
(d)
|
51
|
|
|
88
|
|
|||||
Total Consolidated
|
$
|
12,261
|
|
|
$
|
2,077
|
|
|
$
|
16,980
|
|
|
$
|
358
|
|
|
$
|
401
|
|
2012 –
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk and Insurance Services
|
$
|
6,350
|
|
(a)
|
$
|
1,334
|
|
|
$
|
9,832
|
|
|
$
|
196
|
|
|
$
|
131
|
|
Consulting
|
5,613
|
|
(b)
|
692
|
|
|
5,203
|
|
|
113
|
|
|
117
|
|
|||||
Total Segments
|
11,963
|
|
|
2,026
|
|
|
15,035
|
|
|
309
|
|
|
248
|
|
|||||
Corporate / Eliminations
|
(39
|
)
|
(c)
|
(197
|
)
|
(c)
|
1,253
|
|
(d)
|
40
|
|
|
72
|
|
|||||
Total Consolidated
|
$
|
11,924
|
|
|
$
|
1,829
|
|
|
$
|
16,288
|
|
|
$
|
349
|
|
|
$
|
320
|
|
2011 –
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk and Insurance Services
|
$
|
6,079
|
|
(a)
|
$
|
1,200
|
|
|
$
|
9,102
|
|
|
$
|
189
|
|
|
$
|
146
|
|
Consulting
|
5,487
|
|
(b)
|
617
|
|
|
4,820
|
|
|
112
|
|
|
91
|
|
|||||
Total Segments
|
11,566
|
|
|
1,817
|
|
|
13,922
|
|
|
301
|
|
|
237
|
|
|||||
Corporate / Eliminations
|
(40
|
)
|
(c)
|
(179
|
)
|
(c)
|
1,532
|
|
(d)
|
31
|
|
|
43
|
|
|||||
Total Consolidated
|
$
|
11,526
|
|
|
$
|
1,638
|
|
|
$
|
15,454
|
|
|
$
|
332
|
|
|
$
|
280
|
|
(a)
|
Includes inter-segment revenue of
$5 million
in both
2013
and
2012
and
$4 million
in
2011
, interest income on fiduciary funds of
$27 million
,
$39 million
and
$47 million
in
2013
,
2012
and
2011
, respectively, and equity method income of
$8 million
,
$11 million
and
$14 million
in
2013
,
2012
and
2011
, respectively.
|
(b)
|
Includes inter-segment revenue of $
31 million
, $
34 million
and
$36 million
in
2013
,
2012
and
2011
, respectively, and interest income on fiduciary funds of $
5 million
in
2013
, and
$4 million
in both
2012
and
2011
.
|
(c)
|
Includes results of corporate advisory and restructuring business.
|
(d)
|
Corporate assets primarily include insurance recoverables, pension related assets, the owned portion of the Company headquarters building and intercompany eliminations.
|
For the Years Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Risk and Insurance Services
|
|
|
|
|
|
||||||
Marsh
|
$
|
5,461
|
|
|
$
|
5,265
|
|
|
$
|
5,031
|
|
Guy Carpenter
|
1,135
|
|
|
1,085
|
|
|
1,048
|
|
|||
Total Risk and Insurance Services
|
6,596
|
|
|
6,350
|
|
|
6,079
|
|
|||
Consulting
|
|
|
|
|
|
||||||
Mercer
|
4,241
|
|
|
4,147
|
|
|
4,004
|
|
|||
Oliver Wyman Group
|
1,460
|
|
|
1,466
|
|
|
1,483
|
|
|||
Total Consulting
|
5,701
|
|
|
5,613
|
|
|
5,487
|
|
|||
Total Segments
|
12,297
|
|
|
11,963
|
|
|
11,566
|
|
|||
Corporate/ Eliminations
|
(36
|
)
|
|
(39
|
)
|
|
(40
|
)
|
|||
Total
|
$
|
12,261
|
|
|
$
|
11,924
|
|
|
$
|
11,526
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
(In millions, except per share figures)
|
|
||||||||||||||
2013:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,126
|
|
|
$
|
3,088
|
|
|
$
|
2,932
|
|
|
$
|
3,115
|
|
Operating income
|
$
|
607
|
|
|
$
|
577
|
|
|
$
|
404
|
|
|
$
|
489
|
|
Income from continuing operations
|
$
|
412
|
|
|
$
|
400
|
|
|
$
|
260
|
|
|
$
|
307
|
|
Income (loss) from discontinued operations
|
$
|
12
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
413
|
|
|
$
|
388
|
|
|
$
|
253
|
|
|
$
|
303
|
|
Basic Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.73
|
|
|
$
|
0.71
|
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
Income from discontinued operations
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
0.75
|
|
|
$
|
0.71
|
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
Diluted Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.72
|
|
|
$
|
0.70
|
|
|
$
|
0.45
|
|
|
$
|
0.54
|
|
Income (loss) from discontinued operations
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
0.74
|
|
|
$
|
0.69
|
|
|
$
|
0.45
|
|
|
$
|
0.54
|
|
Dividends Paid Per Share
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
2012:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,051
|
|
|
$
|
3,026
|
|
|
$
|
2,845
|
|
|
$
|
3,002
|
|
Operating income
|
$
|
527
|
|
|
$
|
518
|
|
|
$
|
378
|
|
|
$
|
406
|
|
Income from continuing operations
|
$
|
354
|
|
|
$
|
339
|
|
|
$
|
246
|
|
|
$
|
265
|
|
Income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
Net income attributable to the Company
|
$
|
347
|
|
|
$
|
329
|
|
|
$
|
241
|
|
|
$
|
259
|
|
Basic Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.64
|
|
|
$
|
0.61
|
|
|
$
|
0.44
|
|
|
$
|
0.48
|
|
Income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
0.64
|
|
|
$
|
0.60
|
|
|
$
|
0.44
|
|
|
$
|
0.48
|
|
Diluted Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.63
|
|
|
$
|
0.60
|
|
|
$
|
0.43
|
|
|
$
|
0.47
|
|
Income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
0.63
|
|
|
$
|
0.59
|
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
Dividends Paid Per Share
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Audit Report of the Registered Public Accounting Firm.
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
(1)
|
Consolidated Financial Statements:
|
(2)
|
All required Financial Statement Schedules are included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.
|
(3)
|
The following exhibits are filed as a part of this report:
|
(2.1)
|
Stock Purchase Agreement, dated as of June 6, 2010, by and between Marsh & McLennan Companies, Inc. and Altegrity, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
|
(3.1)
|
Restated Certificate of Incorporation of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated July 17, 2008)
|
(3.2)
|
Amended and Restated By-Laws of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated September 17, 2009)
|
(4.1)
|
Indenture dated as of June 14, 1999 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Registration Statement on Form S-3, Registration No. 333-108566)
|
(4.2)
|
First Supplemental Indenture dated as of June 14, 1999 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)
|
|
|
†
|
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such agreement to the Commission upon request.
|
(4.3)
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Second Supplemental Indenture dated as of February 19, 2003 between Marsh & McLennan Companies, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003)
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(4.4)
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Third Supplemental Indenture dated as of July 30, 2003 between Marsh & McLennan Companies, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
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(4.5)
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Indenture dated as of March 19, 2002 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Registration Statement on Form S-4, Registration No. 333-87510)
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(4.6)
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Indenture, dated as of July 14, 2004, between Marsh & McLennan Companies, Inc. and The Bank of New York, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
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(4.7)
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First Supplemental Indenture, dated as of July 14, 2004, between Marsh & McLennan Companies, Inc. and The Bank of New York, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
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(4.8)
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Second Supplemental Indenture, dated as of September 16, 2005, between Marsh & McLennan Companies, Inc. and The Bank of New York, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated September 13, 2005)
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(4.9)
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Indenture, dated as of March 23, 2009, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)
|
(4.10)
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First Supplemental Indenture, dated as of March 23, 2009, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated March 18, 2009)
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(4.11)
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Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
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(4.12)
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First Supplemental Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
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(4.13)
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Form of Second Supplemental Indenture between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated March 7, 2012)
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(4.14)
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Form of Third Supplemental Indenture between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated September 24, 2013)
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(10.1)
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Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates dated January 30, 2005 (incorporated by reference to the Company’s Current Report on Form 8-K dated January 31, 2005)
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(10.2)
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Amendment No. 1, effective as of January 30, 2005, to Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates dated January 30, 2005 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)
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(10.3)
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Amendment No. 2, dated September 27, 2005, to Agreement between the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York, and Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, dated January 30, 2005 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)
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(10.4)
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Amendment No. 3, dated August 17, 2006, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to the Company’s Current Report on Form 8-K dated August 17, 2006)
|
(10.5)
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Amendment No. 4, signed August 6, 2007, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to the Company’s Current Report on Form 8-K dated August 6, 2007)
|
(10.6)
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Amendment No. 5, dated May 16, 2008, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to the Company’s Current Report on Form 8-K dated June 3, 2008)
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(10.7)
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Amended and Restated Agreement, effective February 11, 2010, to the Agreement, dated January 30, 2005, as amended, among Marsh & McLennan Companies, Inc., Marsh Inc. and their subsidiaries and affiliates, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York (incorporated by reference to the Company’s Current Report on Form 8-K dated February 11, 2010)
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(10.8)
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*Marsh & McLennan Companies, Inc. U.S. Employee 1996 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)
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(10.9)
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*Marsh & McLennan Companies, Inc. U.S. Employee 1997 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1997)
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(10.10)
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*Marsh & McLennan Companies, Inc. U.S. Employee 1998 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998)
|
(10.11)
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*Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999)
|
(10.12)
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*Amendments to Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)
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(10.13)
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*Form of Awards under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
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(10.14)
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*Additional Forms of Awards under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)
|
|
|
*
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Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
(10.15)
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*Form of Restricted Stock Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Current Report on Form 8-K dated May 18, 2005)
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(10.16)
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*2005 Award of Nonqualified Stock Options under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
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(10.17)
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*Form of Restricted Stock Unit Award, dated as of February 21, 2011, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
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(10.18)
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*Stock Option and Restricted Stock Unit Award to Brian Duperreault under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)
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(10.19)
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*Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001)
|
(10.20)
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*Form of Awards under the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
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(10.21)
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*Additional Forms of Awards under the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)
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(10.22)
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*2005 Award of Nonqualified Stock Options under the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
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(10.23)
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*Form of Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006)
|
(10.24)
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*Form of 2007 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)
|
(10.25)
|
*Form of 2008 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008)
|
(10.26)
|
*Form of 2009 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
|
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
(10.27)
|
*Form of 2010 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
|
(10.28)
|
*Form of 2011 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
|
(10.29)
|
*Form of 2011 Long-term Incentive Award dated as of June 1, 2011 under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
|
(10.30)
|
*Form of 2012 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
(10.31)
|
*Form of 2013 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)
|
(10.32)
|
*Form of Deferred Stock Unit Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
(10.33)
|
*Form of Deferred Stock Unit Award, dated as of January 1, 2009, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
(10.34)
|
*Form of Deferred Stock Unit Award, dated as of February 23, 2009, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
|
(10.35)
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*Form of Deferred Stock Unit Award, dated as of May 3, 2010, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
|
(10.36)
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*Form of Deferred Stock Unit Award, dated as of April 20, 2011, under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
|
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
(10.37)
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*Form of Deferred Stock Unit Award, dated as of February 1, 2012, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
(10.38)
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*Form of Deferred Stock Unit Award, dated as of February 24, 2012, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
(10.39)
|
*Form of Deferred Stock Unit Award, dated as of March 1, 2013, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)
|
(10.40)
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*Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 dated August 5, 2011, Registration No. 333-176084)
|
(10.41)
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*Amendments to Certain Marsh & McLennan Companies Equity-Based Awards Due to U.S. Tax Law Changes Affecting Equity-Based Awards granted under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan, effective January 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
(10.42)
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*Amendments to Performance Based Restricted Stock Unit Awards Due to U.S. Tax Law Changes Affecting Awards granted under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan, dated June 5, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)
|
(10.43)
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*Section 409A Amendment Document, effective as of January 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
(10.44)
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*Section 409A Amendment Regarding Payments Conditioned Upon Employment-Related Action to Any and All Plans or Arrangements Entered into by the Marsh & McLennan Companies, Inc., or any of its Direct or Indirect Subsidiaries, that Provide for the Payment of Section 409A Nonqualified Deferred Compensation, effective December 21, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
(10.45)
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*Marsh & McLennan Companies Supplemental Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan) Restatement, effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
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(10.46)
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*Marsh & McLennan Companies, Inc. Special Severance Pay Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996)
|
(10.47)
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*Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated, effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
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|
|
*
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Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
(10.48)
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*Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2008)
|
(10.49)
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*Amendment to the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan, effective December 31, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)
|
(10.50)
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*Marsh & McLennan Companies, Inc. Senior Management Incentive Compensation Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994)
|
(10.51)
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*Marsh & McLennan Companies, Inc. Directors' Stock Compensation Plan-May 31, 2009 Restatement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
|
(10.52)
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*Description of compensation arrangements for independent directors of Marsh & McLennan Companies, Inc. effective June 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
(10.53)
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*Employment Agreement, effective as of January 29, 2008, between Marsh & McLennan Companies, Inc. and Brian Duperreault (incorporated by reference to the Company’s Current Report on Form 8-K dated January 29, 2008)
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(10.54)
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*Employment Letter, effective as of September 17, 2009 and January 30, 2011, between Marsh & McLennan Companies, Inc. and Brian Duperreault (incorporated by reference to the Company’s Current Report on Form 8-K dated September 16, 2009)
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(10.55)
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*Letter Regarding Qualifying Retirement Determination, dated January 16, 2013, from Marsh & McLennan Companies, Inc. to Brian Duperreault (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
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(10.56)
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*General Release, dated January 22, 2013, between Marsh & McLennan Companies, Inc. and Brian Duperreault (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
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(10.57)
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*Letter Agreement, dated August 18, 2008, between Marsh & McLennan Companies, Inc. and Vanessa A. Wittman (incorporated by reference to the Company’s Current Report on Form 8-K dated August 18, 2008)
|
(10.58)
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Non-Solicitation Agreement, dated as of September 10, 2008, between Marsh & McLennan Companies, Inc. and Vanessa A. Wittman (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
(10.59)
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Confidentiality Agreement, dated as of September 10, 2008, between Marsh & McLennan Companies, Inc. and Vanessa A. Wittman (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
(10.60)
|
*Employment Agreement, dated as of December 10, 2007, by and between Marsh & McLennan Companies, Inc. and Daniel S. Glaser (incorporated by reference to the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 2009)
|
(10.61)
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*Letter Agreement, effective as of March 20, 2013, between Marsh & McLennan Companies, Inc. and Daniel S. Glaser (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
(10.62)
|
*Non-Competition and Non-Solicitation Agreement, effective as of September 18, 2013, between Marsh & McLennan Companies, Inc. and Daniel S. Glaser (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
(10.63)
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*Letter Agreement, effective as of March 20, 2013, between Marsh & McLennan Companies, Inc. and J. Michael Bischoff
|
(10.64)
|
*Non-Competition and Non-Solicitation Agreement, effective as of November 21, 2013, between Marsh & McLennan Companies, Inc. and J. Michael Bischoff
|
(10.65)
|
*Letter Agreement, effective as of March 20, 2013, between Marsh & McLennan Companies, Inc. and Peter Zaffino
|
(10.66)
|
*Non-Competition and Non-Solicitation Agreement, effective as of November 21, 2013, between Marsh & McLennan Companies, Inc. and Peter Zaffino
|
(10.67)
|
*Letter Agreement, effective as of March 20, 2013, between Marsh & McLennan Companies, Inc. and Julio A. Portalatin
|
(10.68)
|
*Non-Competition and Non-Solicitation Agreement, effective as of November 21, 2013, between Marsh & McLennan Companies, Inc. and Julio A. Portalatin
|
(12.1)
|
Statement Re: Computation of Ratio of Earnings to Fixed Charges
|
(14.1)
|
Code of Ethics for Chief Executive and Senior Financial Officers (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002)
|
(21.1)
|
List of Subsidiaries of Marsh & McLennan Companies, Inc. (as of February 21, 2014)
|
(23.1)
|
Consent of Independent Registered Public Accounting Firm
|
(24.1)
|
Power of Attorney (included on signature page)
|
(31.1)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
(31.2)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
(32.1)
|
Section 1350 Certifications
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
|
|
|
|
|
|
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MARSH & McLENNAN COMPANIES, INC.
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||
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Dated:
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February 27, 2014
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By
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/
S
/ D
ANIEL
S
.
G
LASER
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Daniel S. Glaser
President and Chief Executive Officer
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Name
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Title
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Date
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||
/
S
/ D
ANIEL
S. G
LASER
Daniel S. Glaser
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Director, President &
Chief Executive Officer
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February 27, 2014
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/
S
/ J. M
ICHAEL
B
ISCHOFF
J. Michael Bischoff
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Chief Financial Officer
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February 27, 2014
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/
S
/ R
OBERT
J. R
APPORT
Robert J. Rapport
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Senior Vice President & Controller
(Chief Accounting Officer)
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February 27, 2014
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/
S
/ O
SCAR
F
ANJUL
Oscar Fanjul
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Director
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February 27, 2014
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/
S
/ H. E
DWARD
H
ANWAY
H. Edward Hanway
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Director
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February 27, 2014
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/
S
/ L
ORD
L
ANG
O
F
M
ONKTON
Lord Lang of Monkton
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Director
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February 27, 2014
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/
S
/ E
LAINE
L
A
R
OCHE
Elaine La Roche
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Director
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February 27, 2014
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/
S
/ S
TEVEN
A. M
ILLS
Steven A. Mills
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Director
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February 27, 2014
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Name
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Title
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Date
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||
/
S
/ B
RUCE
P. N
OLOP
Bruce P. Nolop
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Director
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February 27, 2014
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/
S
/ M
ARC
D. O
KEN
Marc D. Oken
|
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Director
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February 27, 2014
|
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||
/
S
/ M
ORTON
O. S
CHAPIRO
Morton O. Schapiro
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Director
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February 27, 2014
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/
S
/ A
DELE
S
IMMONS
Adele Simmons
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Director
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February 27, 2014
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/
S
/ L
LOYD
Y
ATES
Lloyd Yates
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Director
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February 27, 2014
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||
/S/
R. D
AVID
Y
OST
R. David Yost
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Director
|
|
February 27, 2014
|
1.
|
Duties and Responsibilities
|
2.
|
Compensation and Benefits
|
a.
|
Annual Base Salary
: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off. Your base salary will be considered for adjustment in succeeding years as part of the Company’s normal performance management process.
|
b.
|
Vacation
: You are entitled to 5 weeks of vacation annually, in accordance with our Company policy.
|
c.
|
Annual Bonus
: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the award. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event you terminate your employment with the Company after attaining age 65 and your termination of employment does not entitle you to receive severance benefits under Article 5 of the Senior Executive Severance Plan (as defined in Section 3(a)), the Company shall pay you a prorated annual bonus that shall (i) be based on the portion of the year elapsed as of the date of your termination determined by prorating (x) an amount determined based on the degree of achievement of goals at year-end under the bonus program in effect on the date of your termination, except that should any goals be of a subjective nature, the degree of achievement thereof shall be determined by the Compensation Committee of the Marsh & McLennan Companies Board of Directors (“Compensation Committee”) in its sole discretion or (y) if a Change in Control (as defined in the Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan) has occurred, your target annual bonus for the calendar year in which the date of your termination occurs; (ii) not exceed the amount calculated for you under the MMC Senior Management Incentive Compensation Plan and (iii) be payable at the same time as annual bonuses for the year are paid to the Company’s senior executives generally and in no event later than March 15 of the year following the year in which the date of your termination occurs; provided that, prior to the date of payment, you have executed and delivered to the Company a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a Release and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned.
|
d.
|
Annual Long-Term Incentive Compensation
: You are eligible to participate in Marsh & McLennan Companies’ long-term incentive program with a target long-term incentive compensation award as set forth on Exhibit A. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the Compensation Committee as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or other plan under which the long-term incentive award is granted). In accordance with Company practice, you may be required to enter into a “Restrictive Covenants Agreement” in connection with long-term incentive awards.
|
e.
|
Benefit Programs
: You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by Marsh & McLennan Companies, on such terms and conditions as are generally provided to similarly situated employees of the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will continue to be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.
|
3.
|
Termination of Employment
|
a.
|
You have been designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that you are entitled to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.
|
b.
|
Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. You hereby agree to execute any and all documentation to effectuate
|
c.
|
During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a taxable reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred.
|
(1)
|
if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and
|
(2)
|
if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.
|
Annual Base Salary
|
$650,000
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $1,250,000 commencing with the 2013 performance year (awarded in 2014). Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives, and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
|
Annual Target Long Term Incentive Opportunity
|
Long-term incentive awards are discretionary. Anticipated target grant date fair value of $750,000, commencing with the award made in 2014.
|
1.
|
Duties and Responsibilities
|
2.
|
Compensation and Benefits
|
a.
|
Annual Base Salary
: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off. Your base salary will be considered for adjustment in succeeding years as part of the Company’s normal performance management process.
|
b.
|
Vacation
: You are entitled to 5 weeks of vacation annually, in accordance with our Company policy.
|
c.
|
Annual Bonus
: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the award. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned.
|
d.
|
Annual Long-Term Incentive Compensation
: You are eligible to participate in Marsh & McLennan Companies’ long-term incentive program with a target long-term incentive compensation award as set forth on Exhibit A. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the Compensation Committee of the Marsh & McLennan Companies Board of Directors (“Compensation Committee”) as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or other plan under which the long-term incentive award is granted). In accordance with Company practice, you may be required to enter into a “Restrictive Covenants Agreement” in connection with long-term incentive awards.
|
e.
|
Benefit Programs
: You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided
|
3.
|
Termination of Employment
|
a.
|
You have been designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that you are entitled to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.
|
b.
|
Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon your date of termination, regardless of when or whether you execute any such documentation.
|
c.
|
During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement,
|
(1)
|
if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and
|
(2)
|
if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.
|
Annual Base Salary
|
$900,000
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $2,100,000 commencing with the 2013 performance year (awarded in 2014). Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives, Marsh’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
|
Annual Target Long Term Incentive Opportunity
|
Long-term incentive awards are discretionary. Anticipated target grant date fair value of $2,750,000, commencing with the award made in 2014.
|
1.
|
Duties and Responsibilities
|
2.
|
Compensation and Benefits
|
a.
|
Annual Base Salary
: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off. Your
|
b.
|
Vacation
: You are entitled to 5 weeks of vacation annually, in accordance with our Company policy.
|
c.
|
Annual Bonus
: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the award. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned.
|
d.
|
Annual Long-Term Incentive Compensation
: You are eligible to participate in Marsh & McLennan Companies’ long-term incentive program with a target long-term incentive compensation award as set forth on Exhibit A. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the Compensation Committee of the Marsh & McLennan Companies Board of Directors (“Compensation Committee”) as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or other plan under which the long-term incentive award is granted).
|
e.
|
Benefit Programs
: You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by Marsh & McLennan Companies, on such terms and conditions as are generally provided to similarly situated employees of Mercer and the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will continue to be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.
|
3.
|
Termination of Employment
|
a.
|
You have been designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that you are entitled to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.
|
b.
|
Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon your date of termination, regardless of when or whether you execute any such documentation.
|
c.
|
During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if
|
(1)
|
if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and
|
(2)
|
if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.
|
Board or Committee Memberships
|
Hofstra University Board of Trustees
|
Annual Base Salary
|
$850,000
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $1,700,000 commencing with the 2013 performance year (awarded in 2014). Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives, Mercer’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
|
Annual Target Long Term Incentive Opportunity
|
Long-term incentive awards are discretionary. Anticipated target grant date fair value of $1,750,000, commencing with the award made in 2014.
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||
|
2013
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
1,973
|
|
|
$
|
1,696
|
|
|
$
|
1,404
|
|
|
$
|
769
|
|
|
$
|
552
|
|
|
Interest expense
|
167
|
|
|
181
|
|
|
199
|
|
|
233
|
|
|
241
|
|
|
|||||
Portion of rents representative of the interest factor
|
134
|
|
|
139
|
|
|
143
|
|
|
140
|
|
|
132
|
|
|
|||||
|
$
|
2,274
|
|
|
$
|
2,016
|
|
|
$
|
1,746
|
|
|
$
|
1,142
|
|
|
$
|
925
|
|
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
167
|
|
|
$
|
181
|
|
|
$
|
199
|
|
|
$
|
233
|
|
|
$
|
241
|
|
|
Portion of rents representative of the interest factor
|
134
|
|
|
139
|
|
|
143
|
|
|
140
|
|
|
132
|
|
|
|||||
|
$
|
301
|
|
|
$
|
320
|
|
|
$
|
342
|
|
|
$
|
373
|
|
|
$
|
373
|
|
|
Ratio of Earnings to Fixed Charges
|
7.6
|
|
|
6.3
|
|
|
5.1
|
|
|
3.1
|
|
|
2.5
|
|
|
|
Company Name
|
Country
|
1
|
A. Constantinidi & CIA. S.C.
|
Uruguay
|
2
|
A.C.N. 000 951 146 Pty Limited
|
Australia
|
3
|
A.C.N. 001 572 961 Pty Limited
|
Australia
|
4
|
A.C.N. 076 935 683 Pty Limited
|
Australia
|
5
|
A.C.N. 102 322 574 Pty Limited
|
Australia
|
6
|
Access Equity Enhanced Fund GP, LLC
|
United States
|
7
|
Admiral Holdings Limited
|
United Kingdom
|
8
|
AFCO Premium Acceptance, Inc.
|
United States
|
9
|
AFCO Premium Credit LLC
|
United States
|
10
|
Aldgate Investments Limited
|
Bermuda
|
11
|
Assivalo Prestao de Servios Auxiliares do Setor de Seguros Ltda.
|
Brazil
|
12
|
Assur Conseils Marsh S.A.
|
Senegal
|
13
|
Assurance Capital Corporation
|
United States
|
14
|
Assurance Services Corporation
|
United States
|
15
|
Australian World Underwriters Pty Ltd.
|
Australia
|
16
|
Barney & Barney Financial Services, LLC
|
United States
|
17
|
Barney & Barney Orange County, LLC
|
United States
|
18
|
Barney & Barney, Inc.
|
United States
|
19
|
Bowring (Bermuda) Investments Ltd.
|
Bermuda
|
20
|
Bowring Marine Limited
|
United Kingdom
|
21
|
Bowring Marsh (Bermuda) Ltd.
|
Bermuda
|
22
|
Bowring Marsh (Dublin) Limited
|
Ireland
|
23
|
Bowring Marsh (Hong Kong) Limited
|
Hong Kong
|
24
|
Bowring Marsh Asia Pte. Ltd.
|
Singapore
|
25
|
Bowring Marsh Corretora de Resseguros Ltda.
|
Brazil
|
26
|
Bowring Marsh Limited
|
United Kingdom
|
27
|
Buro Riethmann AG
|
Switzerland
|
28
|
C.T. Bowring Limited
|
United Kingdom
|
29
|
Carpenter Turner SA
|
Greece
|
30
|
Chronos Insurance Brokers Pty Limited
|
Australia
|
31
|
Claims and Recovery Management (Australia) Pty Limited
|
Australia
|
32
|
Companias DeLima S.A.
|
Colombia
|
72
|
Guy Carpenter & Company S.r.l.
|
Italy
|
73
|
Guy Carpenter & Company Venezuela, C.A. (in liquidation)
|
Venezuela
|
74
|
Guy Carpenter & Company, Limited
|
Hong Kong
|
75
|
Guy Carpenter & Company, LLC
|
United States
|
76
|
Guy Carpenter & Company, Ltd./Guy Carpenter & Compagnie, Ltee
|
Canada
|
77
|
Guy Carpenter & Company, S.A.
|
Belgium
|
78
|
Guy Carpenter & Company, S.A.
|
Argentina
|
79
|
Guy Carpenter & Company, S.A.S.
|
France
|
80
|
Guy Carpenter (Middle East) Limited
|
United Arab Emirates
|
81
|
Guy Carpenter Bermuda Ltd.
|
Bermuda
|
82
|
Guy Carpenter Broking, Inc.
|
United States
|
83
|
Guy Carpenter Colombia Corredores de Reaseguros Ltda.
|
Colombia
|
84
|
Guy Carpenter Insurance Brokers (Beijing) Co. Ltd.
|
China
|
85
|
Guy Carpenter Japan, Inc.
|
Japan
|
86
|
Guy Carpenter Mexico Intermediario de Reaseguro, S.A. de C.V.
|
Mexico
|
87
|
Hansen International Limited
|
United States
|
88
|
HAPIP GP 2009, LLC
|
United States
|
89
|
HAPIP GP, LLC
|
United States
|
90
|
HSBC Insurance Brokers International (Abu Dhabi) LLC
|
United Arab Emirates
|
91
|
IAS Barbados, Ltd.
|
Barbados
|
92
|
Industrial Risks Protection Consultants
|
Nigeria
|
93
|
Insbrokers Ltda.
|
Uruguay
|
94
|
INSIA a.s.
|
Czech Republic
|
95
|
INSIA Europe SE
|
Czech Republic
|
96
|
INSIA SK s.r.o.
|
Slovakia
|
97
|
InSolutions Limited
|
United Kingdom
|
98
|
Insurance Brokers of Nigeria Limited
|
Nigeria
|
99
|
Interlink Securities Corp.
|
United States
|
100
|
Invercol Limited
|
Bermuda
|
101
|
Irish Pensions Trust Limited
|
Ireland
|
102
|
J&H Benefits Plus, Inc. (in liquidation)
|
Philippines
|
103
|
J&H Marsh & McLennan Limited
|
Hong Kong
|
104
|
Japan Affinity Marketing, Inc.
|
Japan
|
105
|
JC Re Ltd.
|
Bermuda
|
106
|
Johnson & Higgins (Bermuda) Limited
|
Bermuda
|
107
|
Johnson & Higgins Limited
|
United Kingdom
|
108
|
Kessler & Co Inc.
|
Switzerland
|
109
|
Kessler & Co Inc.
|
Liechtenstein
|
110
|
Kessler Consulting Inc.
|
Switzerland
|
111
|
Kessler Prevoyance Inc.
|
Switzerland
|
112
|
Law and Business Economics Limited
|
United Kingdom
|
113
|
Lynch Insurance Brokers Limited
|
Barbados
|
114
|
M&M Vehicle, L.P.
|
United States
|
115
|
Mangrove Insurance Solutions PCC Limited
|
Isle of Man
|
116
|
Mangrove Insurance Solutions, PCC
|
United States
|
117
|
Marsh & McLennan (PNG) Limited
|
Papua New Guinea
|
118
|
Marsh & McLennan Agencies AS
|
Norway
|
119
|
Marsh & McLennan Agencies Ltd.
|
Hong Kong
|
120
|
Marsh & McLennan Agency A/S
|
Denmark
|
121
|
Marsh & McLennan Agency AB
|
Sweden
|
122
|
Marsh & McLennan Agency Limited
|
New Zealand
|
123
|
Marsh & McLennan Agency LLC
|
United States
|
124
|
Marsh & McLennan Agency Pty Ltd.
|
Australia
|
125
|
Marsh & McLennan Argentina SA Corredores de Reaseguros
|
Argentina
|
126
|
Marsh & McLennan C&I GP, Inc.
|
United States
|
127
|
Marsh & McLennan Companies Finance Center (Luxembourg) S.a.r.l.
|
Luxembourg
|
128
|
Marsh & McLennan Companies France S.A.S.
|
France
|
129
|
Marsh & McLennan Companies Holdings (Luxembourg) S.a.r.l.
|
Luxembourg
|
130
|
Marsh & McLennan Companies UK Limited
|
United Kingdom
|
131
|
Marsh & McLennan Companies, Inc.
|
United States
|
132
|
Marsh & McLennan Deutschland GmbH
|
Germany
|
133
|
Marsh & McLennan Global Broking (Bermuda) Limited
|
Bermuda
|
134
|
Marsh & McLennan GP I, Inc.
|
United States
|
135
|
Marsh & McLennan GP II, Inc.
|
United States
|
136
|
Marsh & McLennan Holdings, Inc.
|
United States
|
137
|
Marsh & McLennan Insurance Services Limited
|
Hong Kong
|
138
|
Marsh & McLennan Management Services (Bermuda) Limited
|
Bermuda
|
139
|
Marsh & McLennan Risk Capital Holdings, Ltd.
|
United States
|
140
|
Marsh & McLennan Servicios, S.A. De C.V.
|
Mexico
|
141
|
Marsh & McLennan Shared Services Canada Limited/Services partags Marsh & McLennan Canada limitee
|
Canada
|
142
|
Marsh & McLennan Shared Services Corporation
|
United States
|
143
|
Marsh & McLennan Tech GP II, Inc.
|
United States
|
144
|
Marsh & McLennan, Incorporated (for dissolution)
|
United States
|
145
|
Marsh (Bahrain) Company SPC
|
Bahrain
|
146
|
Marsh (Beijing) Insurance Brokers Co. Ltd.
|
China
|
147
|
Marsh (Hong Kong) Limited
|
Hong Kong
|
148
|
Marsh (Insurance Brokers) LLP
|
Kazakhstan
|
149
|
Marsh (Insurance Services) Limited
|
United Kingdom
|
150
|
Marsh (Isle of Man) Limited
|
Isle of Man
|
151
|
Marsh (Middle East) Limited
|
United Kingdom
|
152
|
Marsh (Namibia) (Pty) Limited
|
Namibia
|
153
|
Marsh (Proprietary) Limited
|
Botswana
|
154
|
Marsh (Pty) Limited
|
South Africa
|
155
|
Marsh (Risk Consulting) LLP
|
Kazakhstan
|
156
|
Marsh (Singapore) Pte. Ltd.
|
Singapore
|
157
|
Marsh - Insurance Brokers ZAO
|
Russian Federation
|
158
|
Marsh [Belgium]
|
Belgium
|
159
|
Marsh A/S
|
Denmark
|
160
|
Marsh AB
|
Sweden
|
161
|
Marsh Advantage Insurance Holdings Pty Ltd
|
Australia
|
162
|
Marsh Advantage Insurance Pty Ltd.
|
Australia
|
163
|
Marsh Africa (Pty) Limited
|
South Africa
|
164
|
Marsh AG
|
Switzerland
|
165
|
Marsh and McLennan Risk Services Botswana (Proprietary) Limited
|
Botswana
|
166
|
Marsh Argentina S.R.L.
|
Argentina
|
167
|
Marsh AS
|
Norway
|
168
|
Marsh Associates (Pty) Ltd
|
South Africa
|
169
|
Marsh Austria G.m.b.H.
|
Austria
|
170
|
Marsh Aviation Insurance Broking Pty Ltd (for dissolution)
|
Australia
|
171
|
Marsh B.V.
|
Netherlands
|
172
|
Marsh Brockman y Schuh Agente de Seguros y de Fianzas, S.A. de C.V.
|
Mexico
|
173
|
Marsh Broker de Asigurare-Reasigurare S.R.L.
|
Romania
|
174
|
Marsh Broker Japan, Inc.
|
Japan
|
175
|
Marsh Brokers (Hong Kong) Limited
|
Hong Kong
|
176
|
Marsh Brokers Limited
|
United Kingdom
|
177
|
Marsh Canada Limited/Marsh Canada Limitee
|
Canada
|
178
|
Marsh Compensation Technologies Administration (Pty) Limited
|
South Africa
|
179
|
Marsh Corporate Services (Barbados) Limited
|
Barbados
|
180
|
Marsh Corporate Services Isle of Man Ltd
|
Isle of Man
|
181
|
Marsh Corporate Services Limited
|
United Kingdom
|
182
|
Marsh Corporate Services Malta Limited
|
Malta
|
183
|
Marsh Corretora de Seguros Ltda.
|
Brazil
|
184
|
Marsh d.o.o. Beograd
|
Serbia
|
185
|
Marsh d.o.o. za posredovanje u osiguranju
|
Croatia
|
186
|
Marsh Egypt LLC
|
Egypt
|
187
|
Marsh Emirates Insurance Brokerage and Consultancy LLC
|
United Arab Emirates
|
188
|
Marsh Employee Benefits Limited
|
Ireland
|
228
|
Marsh Kft.
|
Hungary
|
229
|
Marsh Kindlustusmaakler AS
|
Estonia
|
230
|
Marsh Korea, Inc.
|
Korea, Republic of
|
231
|
Marsh Life & Pension Oy
|
Finland
|
232
|
Marsh Limited
|
United Kingdom
|
233
|
Marsh Limited [Fiji]
|
Fiji
|
234
|
Marsh Limited [Malawi]
|
Malawi
|
235
|
Marsh Limited [New Zealand]
|
New Zealand
|
236
|
Marsh LLC
|
United States
|
237
|
Marsh LLC [Ukraine]
|
Ukraine
|
238
|
Marsh LLC Insurance Brokers
|
Greece
|
239
|
Marsh Ltd. [Wisconsin]
|
United States
|
240
|
Marsh Management Services (Aruba) N.V.
|
Aruba
|
241
|
Marsh Management Services (Bahamas) Ltd.
|
Bahamas
|
242
|
Marsh Management Services (Barbados) Limited
|
Barbados
|
243
|
Marsh Management Services (British Virgin Islands) Ltd (in liquidation)
|
Virgin Islands, British
|
244
|
Marsh Management Services (Cayman) Ltd.
|
Cayman Islands
|
245
|
Marsh Management Services (Dubai) Limited
|
United Arab Emirates
|
246
|
Marsh Management Services (Dublin) Limited
|
Ireland
|
247
|
Marsh Management Services (Labuan) Limited
|
Malaysia
|
248
|
Marsh Management Services (USVI) Ltd.
|
United States
|
249
|
Marsh Management Services Guernsey Limited
|
Guernsey
|
250
|
Marsh Management Services Inc.
|
United States
|
251
|
Marsh Management Services Isle of Man Limited
|
Isle of Man
|
252
|
Marsh Management Services Jersey Limited
|
Jersey
|
253
|
Marsh Management Services Luxembourg SA
|
Luxembourg
|
254
|
Marsh Management Services Malta Limited
|
Malta
|
255
|
Marsh Management Services Singapore Pte. Ltd.
|
Singapore
|
256
|
Marsh Management Services Sweden AB
|
Sweden
|
257
|
Marsh Marine & Energy AB
|
Sweden
|
258
|
Marsh Mercer Holdings (Australia) Pty Ltd
|
Australia
|
259
|
Marsh Micronesia, Inc.
|
Guam
|
260
|
Marsh Oman LLC
|
Oman
|
261
|
Marsh Oy
|
Finland
|
262
|
Marsh PB Co., Ltd.
|
Thailand
|
263
|
Marsh Philippines, Inc.
|
Philippines
|
264
|
Marsh Privat, A.I.E.
|
Spain
|
265
|
Marsh Private Client Life Insurance Services
|
United States
|
266
|
Marsh Pty. Ltd.
|
Australia
|
306
|
Marsh, S.A.
|
Dominican Republic
|
307
|
Marsh, S.A. Mediadores de Seguros
|
Spain
|
308
|
Matthiessen Assurans AB
|
Sweden
|
309
|
Mercer (Argentina) S.A.
|
Argentina
|
310
|
Mercer (Australia) Pty Ltd
|
Australia
|
311
|
Mercer (Austria) GmbH
|
Austria
|
312
|
Mercer (Belgium) SA-NV
|
Belgium
|
313
|
Mercer (Canada) Limited/Mercer (Canada) Limitee
|
Canada
|
314
|
Mercer (Colombia) Ltda.
|
Colombia
|
315
|
Mercer (Czech) a.s.
|
Czech Republic
|
316
|
Mercer (Danmark) A/S
|
Denmark
|
317
|
Mercer (Finland) OY
|
Finland
|
318
|
Mercer (France) SAS
|
France
|
319
|
Mercer (Hong Kong) Limited
|
Hong Kong
|
320
|
Mercer (Ireland) Limited
|
Ireland
|
321
|
Mercer (Malaysia) Sdn. Bhd.
|
Malaysia
|
322
|
Mercer (N.Z.) Limited
|
New Zealand
|
323
|
Mercer (Nederland) B.V.
|
Netherlands
|
324
|
Mercer (Norge) AS
|
Norway
|
325
|
Mercer (Polska) Sp.z o.o.
|
Poland
|
326
|
Mercer (Portugal) Lda
|
Portugal
|
327
|
Mercer (Singapore) Pte. Ltd.
|
Singapore
|
328
|
Mercer (Sweden) AB
|
Sweden
|
329
|
Mercer (Switzerland) SA
|
Switzerland
|
330
|
Mercer (Taiwan) Ltd.
|
Taiwan
|
331
|
Mercer (Thailand) Ltd.
|
Thailand
|
332
|
Mercer (US) Inc.
|
United States
|
333
|
Mercer Agencia de Seguros Ltda.
|
Colombia
|
334
|
Mercer Asesores de Seguros S.A.
|
Argentina
|
335
|
Mercer Broking Ltd.
|
Taiwan
|
336
|
Mercer Consultation (Quebec) Ltee.
|
Canada
|
337
|
Mercer Consulting (Australia) Pty Ltd
|
Australia
|
338
|
Mercer Consulting (Chile) Ltda.
|
Chile
|
339
|
Mercer Consulting (China) Limited
|
China
|
340
|
Mercer Consulting (France) SAS
|
France
|
341
|
Mercer Consulting (India) Private Limited
|
India
|
342
|
Mercer Consulting (South Africa) Pty Limited
|
South Africa
|
343
|
Mercer Consulting B.V.
|
Netherlands
|
344
|
Mercer Consulting Holdings Sdn. Bhd.
|
Malaysia
|
345
|
Mercer Consulting Limited
|
United Kingdom
|
346
|
Mercer Consulting Middle East Limited
|
United Arab Emirates
|
347
|
Mercer Consulting Venezuela, C.A.
|
Venezuela
|
348
|
Mercer Consulting, S.L.U.
|
Spain
|
349
|
Mercer Corredores de Seguros Ltda.
|
Chile
|
350
|
Mercer Corretora de Seguros Ltda
|
Brazil
|
351
|
Mercer Danismanlik Anonim Sirketi
|
Turkey
|
352
|
Mercer Deutschland GmbH
|
Germany
|
353
|
Mercer Employee Benefits - Mediacao de Seguros, Lda.
|
Portugal
|
354
|
Mercer Employee Benefits Limited
|
United Kingdom
|
355
|
Mercer Employee Benefits OY
|
Finland
|
356
|
Mercer Financial Advice (Australia) Pty Ltd
|
Australia
|
357
|
Mercer Financial Services Limited
|
Ireland
|
358
|
Mercer Financial Services Middle East Limited
|
United Arab Emirates
|
359
|
Mercer Global Investments Canada Limited
|
Canada
|
360
|
Mercer Global Investments Europe Limited
|
Ireland
|
361
|
Mercer Global Investments Management Limited
|
Ireland
|
362
|
Mercer Health & Benefits Administration LLC
|
United States
|
363
|
Mercer Health & Benefits LLC
|
United States
|
364
|
Mercer Holdings, Inc.
|
Philippines
|
365
|
Mercer Holdings, Inc.
|
United States
|
366
|
Mercer HR Consulting Borrower LLC
|
United States
|
367
|
Mercer HR Services, LLC
|
United States
|
368
|
Mercer Human Resource Consulting (NZ) Limited
|
New Zealand
|
369
|
Mercer Human Resource Consulting Ltda
|
Brazil
|
370
|
Mercer Human Resource Consulting S.A. de C.V.
|
Mexico
|
371
|
Mercer Inc.
|
United States
|
372
|
Mercer Investment Consulting Limited
|
Ireland
|
373
|
Mercer Investment Consulting, Inc.
|
United States
|
374
|
Mercer Investment Management, Inc.
|
United States
|
375
|
Mercer Investments (Australia) Limited
|
Australia
|
376
|
Mercer Investments (Hong Kong) Limited
|
Hong Kong
|
377
|
Mercer Investments (Korea) Co., Ltd.
|
Korea, Republic of
|
378
|
Mercer Investments (New Zealand) Limited
|
New Zealand
|
379
|
Mercer Ireland Holdings Limited
|
Ireland
|
380
|
Mercer Italia Srl
|
Italy
|
381
|
Mercer Japan Ltd.
|
Japan
|
382
|
Mercer Korea Co. Ltd.
|
Korea, Republic of
|
383
|
Mercer Limited
|
United Kingdom
|
384
|
Mercer LLC
|
United States
|
385
|
Mercer Management Consulting Holding GmbH
|
Germany
|
386
|
Mercer Master Trustees Limited
|
Ireland
|
387
|
Mercer Mauritius Ltd.
|
Mauritius
|
388
|
Mercer MC Consulting Borrower LLC
|
United States
|
389
|
Mercer ME Benefits Valuation Services LLC
|
United States
|
390
|
Mercer Outsourcing (Australia) Pty Ltd
|
Australia
|
391
|
Mercer Outsourcing, S.L.U.
|
Spain
|
392
|
Mercer Pensionsraadgivning A/S
|
Denmark
|
393
|
Mercer Philippines, Inc.
|
Philippines
|
394
|
Mercer PS Benefits Valuation Services LLC
|
United States
|
395
|
Mercer Sigorta Brokerligi Anonim Sirketi
|
Turkey
|
396
|
Mercer Superannuation (Australia) Limited
|
Australia
|
397
|
Mercer Treuhand GmbH
|
Germany
|
398
|
Mercer Trust Company
|
United States
|
399
|
Mercer Trustees Limited
|
Ireland
|
400
|
Mercer Trustees Limited
|
United Kingdom
|
401
|
Mercer, Agente de Seguros, S.A. de C.V.
|
Mexico
|
402
|
Mercury Insurance Services Pty Ltd
|
Australia
|
403
|
MM Risk Services Pty Ltd (for dissolution)
|
Australia
|
404
|
MMA Mid-Atlantic Employee LLC
|
United States
|
405
|
MMC 28 State Street Holdings Inc. (for dissolution)
|
United States
|
406
|
MMC Borrower LLC
|
United States
|
407
|
MMC Capital, Inc.
|
United States
|
408
|
MMC GP III, Inc.
|
United States
|
409
|
MMC International Holdings LLC
|
United States
|
410
|
MMC International Limited
|
United Kingdom
|
411
|
MMC International Treasury Centre Limited
|
United Kingdom
|
412
|
MMC Realty, Inc.
|
United States
|
413
|
MMC Securities (Europe) Limited
|
United Kingdom
|
414
|
MMC Securities Corp.
|
United States
|
415
|
MMC UK Group Limited
|
United Kingdom
|
416
|
MMC UK Pension Fund Trustee Limited
|
United Kingdom
|
417
|
MMOW Limited
|
United Kingdom
|
418
|
MMRC LLC
|
United States
|
419
|
MMSC Holdings, Inc.
|
United States
|
420
|
MOW Holding LLC
|
United States
|
421
|
MRC Marsh Risk Consulting GmbH
|
Germany
|
422
|
Muir Beddal (Zimbabwe) Limited
|
Zimbabwe
|
423
|
National Economic Research Associates, Inc.
|
United States
|
424
|
National Economic Research Associates, Inc.
|
United States
|
425
|
NERA Australia Pty. Ltd.
|
Australia
|
426
|
NERA do Brasil Ltda. (for dissolution)
|
Brazil
|
427
|
NERA Economic Consulting GmbH
|
Germany
|
428
|
NERA Economic Consulting Limited
|
New Zealand
|
429
|
NERA S.R.L.
|
Italy
|
430
|
NERA SAS
|
France
|
431
|
NERA UK Limited
|
United Kingdom
|
432
|
Neuburger Noble Lowndes GmbH
|
Germany
|
433
|
NIA Securities, LLC
|
United States
|
434
|
Normandy Reinsurance Company Limited
|
Bermuda
|
435
|
Nui Marsh (PNG) Limited
|
Papua New Guinea
|
436
|
O.R.C. Canada Inc.
|
Canada
|
437
|
Obegg Inc.
|
Switzerland
|
438
|
Oliver Wyman (Bermuda) Limited
|
Bermuda
|
439
|
Oliver Wyman AB
|
Sweden
|
440
|
Oliver Wyman Actuarial Consulting, Inc.
|
United States
|
441
|
Oliver Wyman AG
|
Switzerland
|
442
|
Oliver Wyman B.V.
|
Netherlands
|
443
|
Oliver Wyman Consulting GmbH
|
Germany
|
444
|
Oliver Wyman Consulting Limited (in liquidation)
|
United Kingdom
|
445
|
Oliver Wyman Consultoria em Estrategia de Negocios Ltda.
|
Brazil
|
446
|
Oliver Wyman Corporate Risk Consulting, Inc. (for dissolution)
|
United States
|
447
|
Oliver Wyman Delta SAS
|
France
|
448
|
Oliver Wyman Energy Consulting Limited
|
United Kingdom
|
449
|
Oliver Wyman Energy Group Limited
|
United Kingdom
|
450
|
Oliver Wyman Energy Holdings Limited
|
United Kingdom
|
451
|
Oliver Wyman Energy US Limited
|
United Kingdom
|
452
|
Oliver Wyman FZ-LLC
|
United Arab Emirates
|
453
|
Oliver Wyman Germany GmbH
|
Germany
|
454
|
Oliver Wyman GmbH
|
Germany
|
455
|
Oliver Wyman Group KK
|
Japan
|
456
|
Oliver Wyman Limited
|
United Kingdom
|
457
|
Oliver Wyman LLC
|
Russian Federation
|
458
|
Oliver Wyman Ltd.
|
Korea, Republic of
|
459
|
Oliver Wyman Pte. Ltd.
|
Singapore
|
460
|
Oliver Wyman Pty. Ltd.
|
Australia
|
461
|
Oliver Wyman S.L.
|
Spain
|
462
|
Oliver Wyman S.r.l.
|
Italy
|
463
|
Oliver Wyman Servicios, S. de R.L. de C.V.
|
Mexico
|
464
|
Oliver Wyman SNC
|
France
|
465
|
Oliver Wyman, Inc.
|
United States
|
466
|
Oliver Wyman, S. de R.L. de C.V.
|
Mexico
|
467
|
Oliver, Wyman Corporate Risk Consulting Limited/Oliver, Wyman Consultation en risques des entreprises limitee (for dissolution)
|
Canada
|
468
|
Oliver, Wyman Limited/Oliver, Wyman limitee
|
Canada
|
469
|
Omega Indemnity (Bermuda) Limited
|
Bermuda
|
470
|
Organizacion Brockman y Schuh S.A. de C.V.
|
Mexico
|
471
|
Organization Resources Counselors Limited
|
United Kingdom
|
472
|
Pallas Marsh Corretagem de Seguros Ltda.
|
Brazil
|
473
|
Pension Trustees Limited
|
United Kingdom
|
474
|
Pensionsservice Benefit Network Sverige AB
|
Sweden
|
475
|
Perils AG
|
Switzerland
|
476
|
PFT Limited
|
United Kingdom
|
477
|
PI Indemnity Company, Limited
|
Ireland
|
478
|
Pillar Capital Holdings Limited
|
Bermuda
|
479
|
Pillar Capital Management Limited
|
Bermuda
|
480
|
Potomac Insurance Managers, Inc.
|
United States
|
481
|
PT Marsh Indonesia
|
Indonesia
|
482
|
PT Marsh Reinsurance Brokers Indonesia
|
Indonesia
|
483
|
PT Mercer Indonesia
|
Indonesia
|
484
|
PT Quantum Computing Services
|
Indonesia
|
485
|
PT Quantum Investments
|
Indonesia
|
486
|
PT Quantum Support Services
|
Indonesia
|
487
|
R R B Beratungsgesellschaft fuer Altersversorgung mbh
|
Germany
|
488
|
R. Mees & Zoonen Assuradeuren B.V.
|
Netherlands
|
489
|
R. Mees & Zoonen Holdings B.V.
|
Netherlands
|
490
|
Rattner Mackenzie Limited (in liquidation)
|
United Kingdom
|
491
|
Resource Benefit Associates
|
Nigeria
|
492
|
Rivers Group Limited
|
United Kingdom
|
493
|
Rockefeller Risk Advisors, Inc. (for dissolution)
|
United States
|
494
|
Rutherfoord Financial Services, Inc.
|
United States
|
495
|
Rutherfoord International, Inc.
|
United States
|
496
|
SABB Insurance Services Limited
|
Saudi Arabia
|
497
|
SAFCAR-Marsh
|
Mali
|
498
|
SCIB (Bermuda) Limited
|
Bermuda
|
499
|
Seabury & Smith Borrower LLC
|
United States
|
500
|
Seabury & Smith, Inc.
|
United States
|
501
|
Second Opinion Insurance Services (for dissolution)
|
United States
|
502
|
Sedgwick (Bermuda) Limited
|
Bermuda
|
503
|
Sedgwick (Holdings) Pty. Limited
|
Australia
|
504
|
Sedgwick Consulting Group Limited
|
United Kingdom
|
505
|
Sedgwick Dineen Group Limited
|
Ireland
|
506
|
Sedgwick Financial Services Limited
|
United Kingdom
|
507
|
Sedgwick Forbes Middle East Limited
|
Jersey
|
508
|
Sedgwick Group (Australia) Pty. Limited
|
Australia
|
509
|
Sedgwick Group (Bermuda) Limited
|
Bermuda
|
510
|
Sedgwick Group (Zimbabwe) Limited
|
Zimbabwe
|
511
|
Sedgwick Group Limited
|
United Kingdom
|
512
|
Sedgwick Holdings (Private) Limited
|
Zimbabwe
|
513
|
Sedgwick Hung Kai Insurance & Risk Management Consultants Limited
|
Hong Kong
|
514
|
Sedgwick Internationaal B.V.
|
Netherlands
|
515
|
Sedgwick Limited
|
United Kingdom
|
516
|
Sedgwick Management Services (Barbados) Limited
|
Barbados
|
517
|
Sedgwick Management Services (Bermuda) Limited
|
Bermuda
|
518
|
Sedgwick Management Services (Singapore) Pte Limited
|
Singapore
|
519
|
Sedgwick Noble Lowndes (UK) Limited
|
United Kingdom
|
520
|
Sedgwick Noble Lowndes Group Limited
|
United Kingdom
|
521
|
Sedgwick Noble Lowndes Limited
|
United Kingdom
|
522
|
Sedgwick Noble Lowndes Limited
|
Hong Kong
|
523
|
Sedgwick OS Limited (in liquidation)
|
United Kingdom
|
524
|
Sedgwick Overseas Investments Limited
|
United Kingdom
|
525
|
Sedgwick Private Limited
|
Singapore
|
526
|
Sedgwick Re Asia Pacific (Consultants) Pte Ltd (for dissolution)
|
Singapore
|
527
|
Sedgwick Re Asia Pacific Pty Limited
|
Australia
|
528
|
Sedgwick Trustees Limited
|
United Kingdom
|
529
|
Sedgwick UK Risk Services Limited
|
United Kingdom
|
530
|
Sedgwick Ulster Pension Trustees Limited
|
United Kingdom
|
531
|
Segurtec S.A.
|
Peru
|
532
|
Settlement Trustees Limited
|
United Kingdom
|
533
|
Shanghai Mercer Insurance Brokers Company Ltd.
|
China
|
534
|
Shorewest Insurance Associates, LLC
|
United States
|
535
|
SICAR Marsh S.a.r.l.
|
Burkina Faso
|
536
|
Smith Long Term Disability Management Group, Inc.
|
United States
|
537
|
Societe d'Assurances et de Participation Guian SA
|
France
|
538
|
Societe Normandie Conseil Assurances NCA, S.a.r.l
|
France
|
539
|
Southern Marine & Aviation Underwriters, Inc.
|
United States
|
Date:
|
February 27, 2014
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 27, 2014
|
|
/s/ J. Michael Bischoff
|
|
|
|
J. Michael Bischoff
|
|
|
|
Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Marsh & McLennan Companies, Inc.
|
Date:
|
February 27, 2014
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 27, 2014
|
|
/s/ J. Michael Bischoff
|
|
|
|
J. Michael Bischoff
|
|
|
|
Chief Financial Officer
|