|
Large Accelerated Filer
x
|
|
Accelerated Filer
¨
|
|
|
|
Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
¨
|
|
•
|
our exposure to potential liabilities arising from errors and omissions claims against us;
|
•
|
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;
|
•
|
the extent to which we retain existing clients and attract new business, and our ability to incentivize and retain key employees;
|
•
|
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;
|
•
|
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 evolving sanctions against Russia and existing 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;
|
•
|
our ability to make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from, the businesses we acquire;
|
•
|
changes in the funded status of our global defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
|
•
|
the impact on our net income caused by fluctuations in foreign currency exchange rates;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
changes in applicable tax or accounting requirements; and
|
•
|
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.
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
ITEM 2.
|
||
|
OF OPERATIONS
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
|
|
ITEM 4.
|
||
|
|
|
|
|
|
ITEM 1.
|
||
|
|
|
ITEM 1A.
|
||
|
|
|
ITEM 2.
|
||
|
|
|
ITEM 3.
|
||
|
|
|
ITEM 4.
|
||
|
|
|
ITEM 5.
|
||
|
|
|
ITEM 6.
|
Item 1.
|
Financial Statements.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per share figures)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Revenue
|
$
|
3,300
|
|
|
$
|
3,088
|
|
|
$
|
6,564
|
|
|
$
|
6,214
|
|
Expense:
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits
|
1,876
|
|
|
1,766
|
|
|
3,715
|
|
|
3,569
|
|
||||
Other operating expenses
|
777
|
|
|
745
|
|
|
1,529
|
|
|
1,461
|
|
||||
Operating expenses
|
2,653
|
|
|
2,511
|
|
|
5,244
|
|
|
5,030
|
|
||||
Operating income
|
647
|
|
|
577
|
|
|
1,320
|
|
|
1,184
|
|
||||
Interest income
|
5
|
|
|
4
|
|
|
10
|
|
|
8
|
|
||||
Interest expense
|
(42
|
)
|
|
(40
|
)
|
|
(84
|
)
|
|
(84
|
)
|
||||
Investment income
|
(2
|
)
|
|
23
|
|
|
11
|
|
|
44
|
|
||||
Income before income taxes
|
608
|
|
|
564
|
|
|
1,257
|
|
|
1,152
|
|
||||
Income tax expense
|
168
|
|
|
164
|
|
|
360
|
|
|
340
|
|
||||
Income from continuing operations
|
440
|
|
|
400
|
|
|
897
|
|
|
812
|
|
||||
Discontinued operations, net of tax
|
(2
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
7
|
|
||||
Net income before non-controlling interests
|
438
|
|
|
395
|
|
|
894
|
|
|
819
|
|
||||
Less: Net income attributable to non-controlling interests
|
7
|
|
|
7
|
|
|
20
|
|
|
18
|
|
||||
Net income attributable to the Company
|
$
|
431
|
|
|
$
|
388
|
|
|
$
|
874
|
|
|
$
|
801
|
|
Basic net income per share – Continuing operations
|
$
|
0.79
|
|
|
$
|
0.71
|
|
|
$
|
1.60
|
|
|
$
|
1.45
|
|
– Net income attributable to
the Company
|
$
|
0.78
|
|
|
$
|
0.71
|
|
|
$
|
1.59
|
|
|
$
|
1.46
|
|
Diluted net income per share – Continuing operations
|
$
|
0.78
|
|
|
$
|
0.70
|
|
|
$
|
1.58
|
|
|
$
|
1.42
|
|
– Net income attributable to
the Company
|
$
|
0.77
|
|
|
$
|
0.69
|
|
|
$
|
1.57
|
|
|
$
|
1.44
|
|
Average number of shares outstanding – Basic
|
549
|
|
|
551
|
|
|
548
|
|
|
549
|
|
||||
– Diluted
|
556
|
|
|
559
|
|
|
556
|
|
|
558
|
|
||||
Shares outstanding at June 30
|
546
|
|
|
549
|
|
|
546
|
|
|
549
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
2014
|
|
|
2013
|
|
||||
Net income before non-controlling interests
|
$
|
438
|
|
|
$
|
395
|
|
$
|
894
|
|
|
$
|
819
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
136
|
|
|
(85
|
)
|
207
|
|
|
(345
|
)
|
||||
Unrealized investment loss
|
—
|
|
|
(1
|
)
|
—
|
|
|
(1
|
)
|
||||
Gain (loss) related to pension/post-retirement plans
|
(42
|
)
|
|
50
|
|
(241
|
)
|
|
302
|
|
||||
Other comprehensive income (loss), before tax
|
94
|
|
|
(36
|
)
|
(34
|
)
|
|
(44
|
)
|
||||
Income tax expense (credit) on other comprehensive income
|
(7
|
)
|
|
20
|
|
(48
|
)
|
|
84
|
|
||||
Other comprehensive income (loss), net of tax
|
101
|
|
|
(56
|
)
|
14
|
|
|
(128
|
)
|
||||
Comprehensive income
|
539
|
|
|
339
|
|
908
|
|
|
691
|
|
||||
Less: comprehensive income attributable to non-controlling interest
|
7
|
|
|
7
|
|
20
|
|
|
18
|
|
||||
Comprehensive income attributable to the Company
|
$
|
532
|
|
|
$
|
332
|
|
$
|
888
|
|
|
$
|
673
|
|
(In millions, except per share figures)
|
June 30,
2014 |
|
|
December 31,
2013 |
|
||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,005
|
|
|
$
|
2,303
|
|
Receivables
|
|
|
|
||||
Commissions and fees
|
3,461
|
|
|
3,065
|
|
||
Advanced premiums and claims
|
59
|
|
|
61
|
|
||
Other
|
292
|
|
|
282
|
|
||
|
3,812
|
|
|
3,408
|
|
||
Less-allowance for doubtful accounts and cancellations
|
(106
|
)
|
|
(98
|
)
|
||
Net receivables
|
3,706
|
|
|
3,310
|
|
||
Current deferred tax assets
|
480
|
|
|
482
|
|
||
Other current assets
|
223
|
|
|
205
|
|
||
Total current assets
|
6,414
|
|
|
6,300
|
|
||
Goodwill and intangible assets
|
7,871
|
|
|
7,365
|
|
||
Fixed assets
(net of accumulated depreciation and amortization of $1,663 at June 30, 2014 and $1,597 at December 31, 2013)
|
843
|
|
|
828
|
|
||
Pension related assets
|
980
|
|
|
979
|
|
||
Deferred tax assets
|
546
|
|
|
626
|
|
||
Other assets
|
934
|
|
|
882
|
|
||
|
$
|
17,588
|
|
|
$
|
16,980
|
|
(In millions, except per share figures)
|
June 30,
2014 |
|
|
December 31,
2013 |
|
||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
333
|
|
|
$
|
334
|
|
Accounts payable and accrued liabilities
|
1,849
|
|
|
1,861
|
|
||
Accrued compensation and employee benefits
|
985
|
|
|
1,466
|
|
||
Accrued income taxes
|
209
|
|
|
148
|
|
||
Dividends payable
|
154
|
|
|
—
|
|
||
Total current liabilities
|
3,530
|
|
|
3,809
|
|
||
Fiduciary liabilities
|
5,237
|
|
|
4,234
|
|
||
Less – cash and investments held in a fiduciary capacity
|
(5,237
|
)
|
|
(4,234
|
)
|
||
|
—
|
|
|
—
|
|
||
Long-term debt
|
3,212
|
|
|
2,621
|
|
||
Pension, post-retirement and post-employment benefits
|
1,123
|
|
|
1,150
|
|
||
Liabilities for errors and omissions
|
366
|
|
|
373
|
|
||
Other liabilities
|
1,129
|
|
|
1,052
|
|
||
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 June 30, 2014
|
|
|
|
||||
and December 31, 2013
|
561
|
|
|
561
|
|
||
Additional paid-in capital
|
914
|
|
|
1,028
|
|
||
Retained earnings
|
9,897
|
|
|
9,452
|
|
||
Accumulated other comprehensive loss
|
(2,607
|
)
|
|
(2,621
|
)
|
||
Non-controlling interests
|
77
|
|
|
70
|
|
||
|
8,842
|
|
|
8,490
|
|
||
Less – treasury shares, at cost, 14,993,131 shares at June 30, 2014
|
|
|
|
||||
and 13,882,204 shares at December 31, 2013
|
(614
|
)
|
|
(515
|
)
|
||
Total equity
|
8,228
|
|
|
7,975
|
|
||
|
$
|
17,588
|
|
|
$
|
16,980
|
|
For the Six Months Ended June 30,
|
|
|
|
||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Operating cash flows:
|
|
|
|
||||
Net income before non-controlling interests
|
$
|
894
|
|
|
$
|
819
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
||||
Depreciation and amortization of fixed assets and capitalized software
|
149
|
|
|
142
|
|
||
Amortization of intangible assets
|
42
|
|
|
35
|
|
||
Adjustments to acquisition related contingent consideration liability
|
(3
|
)
|
|
10
|
|
||
Provision for deferred income taxes
|
83
|
|
|
71
|
|
||
Gain on investments
|
(10
|
)
|
|
(44
|
)
|
||
Loss on disposition of assets
|
2
|
|
|
5
|
|
||
Share based compensation expense
|
51
|
|
|
66
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Net receivables
|
(392
|
)
|
|
(283
|
)
|
||
Other current assets
|
(16
|
)
|
|
(34
|
)
|
||
Other assets
|
15
|
|
|
(75
|
)
|
||
Accounts payable and accrued liabilities
|
(7
|
)
|
|
27
|
|
||
Accrued compensation and employee benefits
|
(480
|
)
|
|
(615
|
)
|
||
Accrued income taxes
|
61
|
|
|
53
|
|
||
Contributions to pension and other benefit plans in excess of current year expense/credit
|
(118
|
)
|
|
(370
|
)
|
||
Other liabilities
|
(39
|
)
|
|
17
|
|
||
Effect of exchange rate changes
|
26
|
|
|
13
|
|
||
Net cash provided by (used for) operations
|
258
|
|
|
(163
|
)
|
||
Financing cash flows:
|
|
|
|
||||
Purchase of treasury shares
|
(350
|
)
|
|
(250
|
)
|
||
Proceeds from debt
|
595
|
|
|
50
|
|
||
Repayments of debt
|
(5
|
)
|
|
(255
|
)
|
||
Shares withheld for taxes on vested units – treasury shares
|
(55
|
)
|
|
(68
|
)
|
||
Issuance of common stock from treasury shares
|
136
|
|
|
206
|
|
||
Payments of contingent consideration for acquisitions
|
(24
|
)
|
|
(5
|
)
|
||
Distributions of non-controlling interests
|
(13
|
)
|
|
(15
|
)
|
||
Dividends paid
|
(275
|
)
|
|
(255
|
)
|
||
Net cash provided by (used for) financing activities
|
9
|
|
|
(592
|
)
|
||
Investing cash flows:
|
|
|
|
||||
Capital expenditures
|
(202
|
)
|
|
(192
|
)
|
||
Net sales of long-term investments
|
2
|
|
|
82
|
|
||
Proceeds from sales of fixed assets
|
1
|
|
|
2
|
|
||
Dispositions
|
—
|
|
|
3
|
|
||
Acquisitions
|
(383
|
)
|
|
(91
|
)
|
||
Other, net
|
1
|
|
|
2
|
|
||
Net cash used for investing activities
|
(581
|
)
|
|
(194
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
16
|
|
|
(122
|
)
|
||
Decrease in cash and cash equivalents
|
(298
|
)
|
|
(1,071
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,303
|
|
|
2,301
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,005
|
|
|
$
|
1,230
|
|
For the Six Months Ended June 30,
|
|
|
|
||||
(In millions, except per share figures)
|
2014
|
|
|
2013
|
|
||
COMMON STOCK
|
|
|
|
||||
Balance, beginning and end of period
|
$
|
561
|
|
|
$
|
561
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
||||
Balance, beginning of year
|
$
|
1,028
|
|
|
$
|
1,107
|
|
Change in accrued stock compensation costs
|
(47
|
)
|
|
(69
|
)
|
||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact
|
(67
|
)
|
|
(36
|
)
|
||
Balance, end of period
|
$
|
914
|
|
|
$
|
1,002
|
|
RETAINED EARNINGS
|
|
|
|
||||
Balance, beginning of year
|
$
|
9,452
|
|
|
$
|
8,628
|
|
Net income attributable to the Company
|
874
|
|
|
801
|
|
||
Dividend equivalents declared - (per share amounts: $0.78 in 2014 and $0.71 in 2013)
|
(2
|
)
|
|
(3
|
)
|
||
Dividends declared – (per share amounts: $0.78 in 2014 and $0.71 in 2013)
|
(427
|
)
|
|
(390
|
)
|
||
Balance, end of period
|
$
|
9,897
|
|
|
$
|
9,036
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
||||
Balance, beginning of year
|
$
|
(2,621
|
)
|
|
$
|
(3,307
|
)
|
Other comprehensive income (loss), net of tax
|
14
|
|
|
(128
|
)
|
||
Balance, end of period
|
$
|
(2,607
|
)
|
|
$
|
(3,435
|
)
|
TREASURY SHARES
|
|
|
|
||||
Balance, beginning of year
|
$
|
(515
|
)
|
|
$
|
(447
|
)
|
Issuance of shares under stock compensation plans and employee stock purchase plans
|
251
|
|
|
312
|
|
||
Purchase of treasury shares
|
(350
|
)
|
|
(250
|
)
|
||
Balance, end of period
|
$
|
(614
|
)
|
|
$
|
(385
|
)
|
NON-CONTROLLING INTERESTS
|
|
|
|
||||
Balance, beginning of year
|
$
|
70
|
|
|
$
|
64
|
|
Net income attributable to non-controlling interests
|
20
|
|
|
18
|
|
||
Other changes
|
(13
|
)
|
|
(15
|
)
|
||
Balance, end of period
|
$
|
77
|
|
|
$
|
67
|
|
TOTAL EQUITY
|
$
|
8,228
|
|
|
$
|
6,846
|
|
•
|
Share based compensation expense
|
•
|
Changes in other assets
|
•
|
Contributions to pension and other benefit plans in excess of current year expense/credit
|
•
|
Changes in other liabilities
|
Basic and Diluted EPS Calculation -
Continuing Operations
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per share figures)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Net income from continuing operations
|
$
|
440
|
|
|
$
|
400
|
|
|
$
|
897
|
|
|
$
|
812
|
|
Less: Net income attributable to non-controlling interests
|
7
|
|
|
7
|
|
|
20
|
|
|
18
|
|
||||
|
$
|
433
|
|
|
$
|
393
|
|
|
$
|
877
|
|
|
$
|
794
|
|
Basic weighted average common shares outstanding
|
549
|
|
|
551
|
|
|
548
|
|
|
549
|
|
||||
Dilutive effect of potentially issuable common shares
|
7
|
|
|
8
|
|
|
8
|
|
|
9
|
|
||||
Diluted weighted average common shares outstanding
|
556
|
|
|
559
|
|
|
556
|
|
|
558
|
|
||||
Average stock price used to calculate common stock equivalents
|
$
|
49.67
|
|
|
$
|
39.15
|
|
|
$
|
48.75
|
|
|
$
|
37.68
|
|
(In millions of dollars)
|
2014
|
|
|
2013
|
|
||
Assets acquired, excluding cash
|
$
|
554
|
|
|
$
|
126
|
|
Liabilities assumed
|
(40
|
)
|
|
(24
|
)
|
||
Contingent/deferred purchase consideration
|
(140
|
)
|
|
(14
|
)
|
||
Net cash outflow for current year acquisitions
|
374
|
|
|
88
|
|
||
Deferred purchase consideration from prior years' acquisitions
|
9
|
|
|
3
|
|
||
Net cash outflow for acquisitions
|
$
|
383
|
|
|
$
|
91
|
|
(In millions of dollars)
|
2014
|
|
|
2013
|
|
||
Interest paid
|
$
|
82
|
|
|
$
|
89
|
|
Income taxes paid
|
$
|
218
|
|
|
$
|
185
|
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of April 1, 2014
|
$
|
5
|
|
|
$
|
(2,847
|
)
|
|
$
|
134
|
|
|
$
|
(2,708
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(69
|
)
|
|
137
|
|
|
68
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
Net current period other comprehensive income (loss)
|
—
|
|
|
(36
|
)
|
|
137
|
|
|
101
|
|
||||
Balance as of June 30, 2014
|
$
|
5
|
|
|
$
|
(2,883
|
)
|
|
$
|
271
|
|
|
$
|
(2,607
|
)
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of April 1, 2013
|
4
|
|
|
(3,267
|
)
|
|
(116
|
)
|
|
$
|
(3,379
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(1
|
)
|
|
(18
|
)
|
|
(84
|
)
|
|
(103
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||
Net current period other comprehensive income (loss)
|
(1
|
)
|
|
29
|
|
|
(84
|
)
|
|
(56
|
)
|
||||
Balance as of June 30, 2013
|
$
|
3
|
|
|
$
|
(3,238
|
)
|
|
$
|
(200
|
)
|
|
$
|
(3,435
|
)
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2014
|
$
|
5
|
|
|
$
|
(2,682
|
)
|
|
$
|
56
|
|
|
$
|
(2,621
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(268
|
)
|
|
215
|
|
|
(53
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
67
|
|
|
—
|
|
|
67
|
|
||||
Net current period other comprehensive income (loss)
|
—
|
|
|
(201
|
)
|
|
215
|
|
|
14
|
|
||||
Balance as of June 30, 2014
|
$
|
5
|
|
|
$
|
(2,883
|
)
|
|
$
|
271
|
|
|
$
|
(2,607
|
)
|
(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
|
)
|
|
121
|
|
|
(340
|
)
|
|
(220
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||
Net current period other comprehensive income (loss)
|
(1
|
)
|
|
213
|
|
|
(340
|
)
|
|
(128
|
)
|
||||
Balance as of June 30, 2013
|
$
|
3
|
|
|
$
|
(3,238
|
)
|
|
$
|
(200
|
)
|
|
$
|
(3,435
|
)
|
Six Months Ended June 30,
|
2014
|
|
2013
|
||||||||||||||||
(In millions of dollars)
|
Pre-Tax
|
|
Tax
|
|
Net of Tax
|
|
|
Pre-Tax
|
|
Tax
|
|
Net of Tax
|
|
||||||
Foreign currency translation adjustments
|
$
|
207
|
|
$
|
(8
|
)
|
$
|
215
|
|
|
$
|
(345
|
)
|
$
|
(5
|
)
|
$
|
(340
|
)
|
Unrealized investment gains (losses)
|
—
|
|
—
|
|
—
|
|
|
(1
|
)
|
—
|
|
(1
|
)
|
||||||
Pension/post-retirement plans:
|
|
|
|
|
|
|
|
||||||||||||
Amortization of losses (gains) included in net periodic pension cost:
|
|
|
|
|
|
|
|
|
|||||||||||
Prior service gains (a)
|
(5
|
)
|
(2
|
)
|
(3
|
)
|
|
(11
|
)
|
(4
|
)
|
(7
|
)
|
||||||
Net actuarial losses (a)
|
100
|
|
30
|
|
70
|
|
|
156
|
|
57
|
|
99
|
|
||||||
Subtotal
|
95
|
|
28
|
|
67
|
|
|
145
|
|
53
|
|
92
|
|
||||||
Effect of remeasurement
|
(166
|
)
|
(33
|
)
|
(133
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Effect of curtailment
|
(65
|
)
|
(13
|
)
|
(52
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
(108
|
)
|
(22
|
)
|
(86
|
)
|
|
157
|
|
36
|
|
121
|
|
||||||
Other
|
3
|
|
—
|
|
3
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Pension/post-retirement plans (losses) gains
|
(241
|
)
|
(40
|
)
|
(201
|
)
|
|
302
|
|
89
|
|
213
|
|
||||||
Other comprehensive (loss) income
|
$
|
(34
|
)
|
$
|
(48
|
)
|
$
|
14
|
|
|
$
|
(44
|
)
|
$
|
84
|
|
$
|
(128
|
)
|
•
|
January - Marsh & McLennan Agency ("MMA") acquired Barney & Barney, a San Diego-based insurance broking firm that provides insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S. and abroad. Also in January, Marsh acquired Central Insurance Services, an independent insurance broker in Scotland that provides insurance broking and risk advisory services to companies of all sizes across industry sectors.
|
•
|
February - MMA acquired Great Lakes Employee Benefits Services, Inc., an employee group benefits consulting and brokerage firm based in Michigan, and Bond Network, Inc., a surety bonding agency based in North Carolina.
|
•
|
March - MMA acquired Capstone Insurance Services, LLC, an agency that provides property/casualty insurance and risk management solutions to businesses and individuals throughout South Carolina, and Mercer acquired Transition Assist, a retiree exchange specializing in helping retirees in employer-sponsored plans select Medicare supplemental health care insurance.
|
•
|
May - MMA acquired Kinker-Eveleigh Insurance Agency, an Ohio-based agency specializing in property-casualty and employee benefits solutions, and VISICOR, a full-service employee benefits brokerage and consulting firm based in Texas.
|
•
|
June - MMA acquired Senn Dunn Insurance, an insurance agency located in North Carolina.
|
For the Six Months Ended June 30, 2014
|
|
||
(Amounts in millions)
|
|
||
Cash
|
$
|
394
|
|
Estimated fair value of deferred/contingent consideration
|
140
|
|
|
Total Consideration
|
$
|
534
|
|
Allocation of purchase price:
|
|
||
Cash and cash equivalents
|
$
|
20
|
|
Accounts receivable, net
|
5
|
|
|
Other current assets
|
—
|
|
|
Property, plant, and equipment
|
3
|
|
|
Intangible assets
|
210
|
|
|
Goodwill
|
334
|
|
|
Other assets
|
2
|
|
|
Total assets acquired
|
574
|
|
|
Current liabilities
|
35
|
|
|
Other liabilities
|
5
|
|
|
Total liabilities assumed
|
40
|
|
|
Net assets acquired
|
$
|
534
|
|
•
|
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.
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per share figures)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Revenue
|
$
|
3,306
|
|
|
$
|
3,152
|
|
|
$
|
6,591
|
|
|
$
|
6,348
|
|
Income from continuing operations
|
$
|
440
|
|
|
$
|
406
|
|
|
$
|
900
|
|
|
$
|
823
|
|
Net income attributable to the Company
|
$
|
431
|
|
|
$
|
393
|
|
|
$
|
877
|
|
|
$
|
812
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
||||||||
– Continuing operations
|
$
|
0.79
|
|
|
$
|
0.72
|
|
|
$
|
1.60
|
|
|
$
|
1.46
|
|
– Net income attributable to the Company
|
$
|
0.79
|
|
|
$
|
0.71
|
|
|
$
|
1.60
|
|
|
$
|
1.48
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
||||||||
– Continuing operations
|
$
|
0.78
|
|
|
$
|
0.71
|
|
|
$
|
1.58
|
|
|
$
|
1.44
|
|
– Net income attributable to the Company
|
$
|
0.78
|
|
|
$
|
0.70
|
|
|
$
|
1.58
|
|
|
$
|
1.45
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions of dollars, except per share figures)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Disposals of discontinued operations
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Income tax expense (credit)
|
2
|
|
|
(1
|
)
|
|
3
|
|
|
(12
|
)
|
||||
Disposals of discontinued operations, net of tax
|
(2
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
7
|
|
||||
Discontinued operations, net of tax
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
Discontinued operations, net of tax per share
|
|
|
|
|
|
|
|
||||||||
– Basic
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
– Diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
June 30,
|
|
|
|
||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
||
Balance as of January 1, as reported
|
$
|
6,893
|
|
|
$
|
6,792
|
|
Goodwill acquired
|
334
|
|
|
62
|
|
||
Other adjustments
(a)
|
3
|
|
|
(50
|
)
|
||
Balance at June 30,
|
$
|
7,230
|
|
|
$
|
6,804
|
|
(a)
|
Primarily reflects the impact of foreign exchange in each period.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(In millions of dollars)
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
||||||
Amortized intangibles
|
$
|
1,101
|
|
|
$
|
460
|
|
|
$
|
641
|
|
|
$
|
888
|
|
|
$
|
416
|
|
|
$
|
472
|
|
For the Years Ending December 31,
|
|
||
(In millions of dollars)
|
Estimated Expense
|
|
|
2014 (excludes amortization through June 30, 2014)
|
$
|
45
|
|
2015
|
86
|
|
|
2016
|
76
|
|
|
2017
|
67
|
|
|
2018
|
63
|
|
|
Subsequent years
|
304
|
|
|
|
$
|
641
|
|
Level 1.
|
Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and money market mutual funds).
|
Level 2.
|
Assets and liabilities whose values are based on the following:
|
a)
|
Quoted prices for similar assets or liabilities in active markets;
|
b)
|
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
|
c)
|
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
|
d)
|
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).
|
Level 3.
|
Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power).
|
|
Identical Assets
(Level 1)
|
|
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||||||||||
(In millions of dollars)
|
06/30/14
|
|
|
12/31/13
|
|
|
06/30/14
|
|
|
12/31/13
|
|
|
06/30/14
|
|
|
12/31/13
|
|
|
06/30/14
|
|
|
12/31/13
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
(a)
|
$
|
150
|
|
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
154
|
|
Money market funds
(b)
|
72
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
45
|
|
||||||||
Interest rate swap derivatives
(c)
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
||||||||
Total assets measured at fair value
|
$
|
222
|
|
|
$
|
199
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
224
|
|
|
$
|
202
|
|
Fiduciary Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Total fiduciary assets measured
at fair value
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent purchase
consideration liability
(d)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
$
|
104
|
|
|
$
|
144
|
|
|
$
|
104
|
|
Senior Notes due 2014
(e)
|
—
|
|
|
—
|
|
|
252
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|
253
|
|
||||||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
252
|
|
|
$
|
253
|
|
|
$
|
144
|
|
|
$
|
104
|
|
|
$
|
396
|
|
|
$
|
357
|
|
(a)
|
Included in other assets in the consolidated balance sheets.
|
(b)
|
Included in cash and cash equivalents in the consolidated balance sheets.
|
(c)
|
Included in other receivables in the consolidated balance sheets.
|
(d)
|
Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.
|
(e)
|
Included in long-term debt in the consolidated balance sheets.
|
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
||
Balance at January 1,
|
$
|
104
|
|
|
$
|
63
|
|
|
Additions
|
67
|
|
|
13
|
|
|
||
Payments
|
(36
|
)
|
|
(5
|
)
|
|
||
Revaluation Impact
|
9
|
|
|
10
|
|
|
||
Balance at June 30,
|
$
|
144
|
|
|
$
|
81
|
|
|
Combined U.S. and significant non-U.S. Plans
|
Pension
|
|
Postretirement
|
||||||||||||
For the Three Months Ended June 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Service cost
|
$
|
62
|
|
|
$
|
61
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest cost
|
161
|
|
|
144
|
|
|
3
|
|
|
3
|
|
||||
Expected return on plan assets
|
(250
|
)
|
|
(225
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
53
|
|
|
80
|
|
|
—
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
23
|
|
|
$
|
54
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
Combined U.S. and significant non-U.S. Plans
|
Pension
|
|
Postretirement
|
||||||||||||
For the Six Months Ended June 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Service cost
|
$
|
123
|
|
|
$
|
125
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
322
|
|
|
289
|
|
|
6
|
|
|
6
|
|
||||
Expected return on plan assets
|
(498
|
)
|
|
(453
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(6
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
104
|
|
|
158
|
|
|
—
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
45
|
|
|
$
|
108
|
|
|
$
|
8
|
|
|
$
|
9
|
|
Curtailment (credit)
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total cost (credit)
|
$
|
(20
|
)
|
|
$
|
108
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Plans only
|
Pension
|
|
Postretirement
|
||||||||||||
For the Three Months Ended June 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Service cost
|
$
|
23
|
|
|
$
|
25
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest cost
|
62
|
|
|
57
|
|
|
2
|
|
|
2
|
|
||||
Expected return on plan assets
|
(87
|
)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
27
|
|
|
53
|
|
|
(1
|
)
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
23
|
|
|
$
|
50
|
|
|
$
|
2
|
|
|
$
|
2
|
|
U.S. Plans only
|
Pension
|
|
Postretirement
|
||||||||||||
For the Six Months Ended June 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Service cost
|
$
|
45
|
|
|
$
|
52
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
125
|
|
|
114
|
|
|
4
|
|
|
4
|
|
||||
Expected return on plan assets
|
(173
|
)
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(4
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss (gain)
|
53
|
|
|
104
|
|
|
(1
|
)
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
46
|
|
|
$
|
100
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Significant non-U.S. Plans only
|
Pension
|
|
Postretirement
|
||||||||||||
For the Three Months Ended June 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Service cost
|
$
|
39
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
99
|
|
|
87
|
|
|
1
|
|
|
1
|
|
||||
Expected return on plan assets
|
(163
|
)
|
|
(144
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
26
|
|
|
27
|
|
|
1
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
Significant non-U.S. Plans only
|
Pension
|
|
Postretirement
|
||||||||||||
For the Six Months Ended June 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Service cost
|
$
|
78
|
|
|
$
|
73
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
197
|
|
|
175
|
|
|
2
|
|
|
2
|
|
||||
Expected return on plan assets
|
(325
|
)
|
|
(291
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
51
|
|
|
54
|
|
|
1
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Curtailment (credit)
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total cost (credit)
|
$
|
(66
|
)
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
Combined U.S. and significant non-U.S. Plans
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||
June 30,
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Expected return on plan assets
|
7.53
|
%
|
|
7.66
|
%
|
|
—
|
%
|
|
—
|
%
|
Discount rate
|
4.74
|
%
|
|
4.38
|
%
|
|
5.03
|
%
|
|
4.32
|
%
|
Rate of compensation increase
|
2.64
|
%
|
|
2.43
|
%
|
|
—
|
%
|
|
—
|
%
|
(In millions of dollars)
|
June 30,
2014 |
|
|
December 31,
2013 |
|
||
Short-term:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
333
|
|
|
$
|
334
|
|
|
|
|
|
|
|
||
Long-term:
|
|
|
|
||||
Senior notes – 5.875% due 2033
|
297
|
|
|
297
|
|
||
Senior notes – 5.375% due 2014
|
322
|
|
|
323
|
|
||
Senior notes – 5.75% due 2015
|
230
|
|
|
230
|
|
||
Senior notes – 2.30% due 2017
|
249
|
|
|
249
|
|
||
Senior notes – 9.25% due 2019
|
399
|
|
|
399
|
|
||
Senior notes – 4.80% due 2021
|
497
|
|
|
497
|
|
||
Senior notes – 2.55% due 2018
|
248
|
|
|
248
|
|
||
Senior notes – 4.05% due 2023
|
248
|
|
|
247
|
|
||
Senior notes – 3.50% due 2024
|
595
|
|
|
—
|
|
||
Mortgage – 5.70% due 2035
|
408
|
|
|
413
|
|
||
Term Loan Facility - due 2016
|
50
|
|
|
50
|
|
||
Other
|
2
|
|
|
2
|
|
||
|
3,545
|
|
|
2,955
|
|
||
Less current portion
|
333
|
|
|
334
|
|
||
|
$
|
3,212
|
|
|
$
|
2,621
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
(In millions of dollars)
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
||||
Short-term debt
|
$
|
333
|
|
|
$
|
333
|
|
|
$
|
334
|
|
|
$
|
334
|
|
Long-term debt
|
$
|
3,212
|
|
|
$
|
3,480
|
|
|
$
|
2,621
|
|
|
$
|
2,819
|
|
(In millions of dollars)
|
Liability at 1/1/13
|
|
Amounts
Accrued
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Liability at 12/31/13
|
|
Amounts
Accrued
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Liability at 6/30/14
|
||||||||||||
Severance
|
$
|
36
|
|
|
$
|
9
|
|
|
$
|
(33
|
)
|
|
$
|
(1
|
)
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
Future rent under non-cancelable leases and other costs
|
134
|
|
|
13
|
|
|
(32
|
)
|
|
(2
|
)
|
|
113
|
|
|
4
|
|
|
(15
|
)
|
|
(1
|
)
|
|
101
|
|
|||||||||
Total
|
$
|
170
|
|
|
$
|
22
|
|
|
$
|
(65
|
)
|
|
$
|
(3
|
)
|
|
$
|
124
|
|
|
$
|
6
|
|
|
$
|
(20
|
)
|
|
$
|
(1
|
)
|
|
$
|
109
|
|
▪
|
Risk and Insurance Services
, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and
|
▪
|
Consulting
, comprising Mercer and Oliver Wyman Group
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions of dollars)
|
Revenue
|
|
Operating
Income
(Loss)
|
|
Revenue
|
|
Operating
Income
(Loss)
|
||||||||
2014 –
|
|
|
|
|
|
|
|
||||||||
Risk and Insurance Services
|
$
|
1,791
|
|
(a)
|
$
|
448
|
|
|
$
|
3,630
|
|
(c)
|
$
|
941
|
|
Consulting
|
1,520
|
|
(b)
|
247
|
|
|
2,952
|
|
(d)
|
472
|
|
||||
Total Operating Segments
|
3,311
|
|
|
695
|
|
|
6,582
|
|
|
1,413
|
|
||||
Corporate / Eliminations
|
(11
|
)
|
|
(48
|
)
|
|
(18
|
)
|
|
(93
|
)
|
||||
Total Consolidated
|
$
|
3,300
|
|
|
$
|
647
|
|
|
$
|
6,564
|
|
|
$
|
1,320
|
|
2013–
|
|
|
|
|
|
|
|
||||||||
Risk and Insurance Services
|
$
|
1,688
|
|
(a)
|
$
|
421
|
|
|
$
|
3,459
|
|
(c)
|
$
|
889
|
|
Consulting
|
1,410
|
|
(b)
|
205
|
|
|
2,772
|
|
(d)
|
392
|
|
||||
Total Operating Segments
|
3,098
|
|
|
626
|
|
|
6,231
|
|
|
1,281
|
|
||||
Corporate / Eliminations
|
(10
|
)
|
|
(49
|
)
|
|
(17
|
)
|
|
(97
|
)
|
||||
Total Consolidated
|
$
|
3,088
|
|
|
$
|
577
|
|
|
$
|
6,214
|
|
|
$
|
1,184
|
|
(a)
|
Includes inter-segment revenue of
$3 million
in both
2014
and
2013
, interest income on fiduciary funds of
$6 million
in both
2014
and
2013
, and equity method income of
$6 million
and
$7 million
in
2014
and
2013
, respectively.
|
(b)
|
Includes inter-segment revenue of
$8 million
and
$7 million
in
2014
and
2013
, respectively, and interest income on fiduciary funds of
$2 million
in
2014
and
$1 million
in
2013
.
|
(c)
|
Includes inter-segment revenue of $
3 million
in both
2014
and
2013
, interest income on fiduciary funds of
$12 million
and
$14 million
in
2014
and
2013
, respectively, and equity method income of
$6 million
and
$8 million
in
2014
and
2013
, respectively.
|
(d)
|
Includes inter-segment revenue of
$15 million
and
$14 million
in
2014
and
2013
, respectively, and interest income on fiduciary funds of
$3 million
and
$2 million
in
2014
and
2013
, respectively.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
1,495
|
|
|
$
|
1,402
|
|
|
$
|
2,952
|
|
|
$
|
2,797
|
|
Guy Carpenter
|
296
|
|
|
286
|
|
|
678
|
|
|
662
|
|
||||
Total Risk and Insurance Services
|
1,791
|
|
|
1,688
|
|
|
3,630
|
|
|
3,459
|
|
||||
Consulting
|
|
|
|
|
|
|
|
||||||||
Mercer
|
1,071
|
|
|
1,044
|
|
|
2,132
|
|
|
2,085
|
|
||||
Oliver Wyman Group
|
449
|
|
|
366
|
|
|
820
|
|
|
687
|
|
||||
Total Consulting
|
1,520
|
|
|
1,410
|
|
|
2,952
|
|
|
2,772
|
|
||||
Total Operating Segments
|
3,311
|
|
|
3,098
|
|
|
6,582
|
|
|
6,231
|
|
||||
Corporate
/
Eliminations
|
(11
|
)
|
|
(10
|
)
|
|
(18
|
)
|
|
(17
|
)
|
||||
Total
|
$
|
3,300
|
|
|
$
|
3,088
|
|
|
$
|
6,564
|
|
|
$
|
6,214
|
|
•
|
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.
|
|
Second Quarter
|
|
Six Months
|
|||||||||||
(In millions, except per share figures)
|
2014
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Revenue
|
$
|
3,300
|
|
$
|
3,088
|
|
|
$
|
6,564
|
|
|
$
|
6,214
|
|
Expense:
|
|
|
|
|
|
|
||||||||
Compensation and Benefits
|
1,876
|
|
1,766
|
|
|
3,715
|
|
|
3,569
|
|
||||
Other Operating Expenses
|
777
|
|
745
|
|
|
1,529
|
|
|
1,461
|
|
||||
Operating Expenses
|
2,653
|
|
2,511
|
|
|
5,244
|
|
|
5,030
|
|
||||
Operating Income
|
647
|
|
577
|
|
|
1,320
|
|
|
1,184
|
|
||||
Income from Continuing Operations
|
440
|
|
400
|
|
|
897
|
|
|
812
|
|
||||
Discontinued Operations, net of tax
|
(2
|
)
|
(5
|
)
|
|
(3
|
)
|
|
7
|
|
||||
Net Income Before Non-Controlling Interests
|
438
|
|
395
|
|
|
894
|
|
|
819
|
|
||||
Net Income Attributable to the Company
|
$
|
431
|
|
$
|
388
|
|
|
$
|
874
|
|
|
$
|
801
|
|
Income From Continuing Operations Per Share:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.79
|
|
$
|
0.71
|
|
|
$
|
1.60
|
|
|
$
|
1.45
|
|
Diluted
|
$
|
0.78
|
|
$
|
0.70
|
|
|
$
|
1.58
|
|
|
$
|
1.42
|
|
Net Income Per Share Attributable to the Company:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.78
|
|
$
|
0.71
|
|
|
$
|
1.59
|
|
|
$
|
1.46
|
|
Diluted
|
$
|
0.77
|
|
$
|
0.69
|
|
|
$
|
1.57
|
|
|
$
|
1.44
|
|
Average Number of Shares Outstanding:
|
|
|
|
|
|
|
||||||||
Basic
|
549
|
|
551
|
|
|
548
|
|
|
549
|
|
||||
Diluted
|
556
|
|
559
|
|
|
556
|
|
|
558
|
|
||||
Shares Outstanding at June 30
|
546
|
|
549
|
|
|
546
|
|
|
549
|
|
|
Three Months Ended
June 30, |
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
|||||||||||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
1,490
|
|
|
$
|
1,397
|
|
|
7
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|
4
|
%
|
Guy Carpenter
|
295
|
|
|
285
|
|
|
3
|
%
|
|
1
|
%
|
|
—
|
|
|
2
|
%
|
||
Subtotal
|
1,785
|
|
|
1,682
|
|
|
6
|
%
|
|
—
|
|
|
3
|
%
|
|
4
|
%
|
||
Fiduciary Interest Income
|
6
|
|
|
6
|
|
|
|
|
|
|
|
|
|
||||||
Total Risk and Insurance Services
|
1,791
|
|
|
1,688
|
|
|
6
|
%
|
|
—
|
|
|
3
|
%
|
|
4
|
%
|
||
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer
|
1,071
|
|
|
1,044
|
|
|
3
|
%
|
|
1
|
%
|
|
—
|
|
|
2
|
%
|
||
Oliver Wyman Group
|
449
|
|
|
366
|
|
|
23
|
%
|
|
3
|
%
|
|
3
|
%
|
|
17
|
%
|
||
Total Consulting
|
1,520
|
|
|
1,410
|
|
|
8
|
%
|
|
1
|
%
|
|
1
|
%
|
|
6
|
%
|
||
Corporate/Eliminations
|
(11
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
$
|
3,300
|
|
|
$
|
3,088
|
|
|
7
|
%
|
|
—
|
|
|
2
|
%
|
|
5
|
%
|
|
Three Months Ended
June 30, |
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
|||||||||||||
Marsh:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA
|
$
|
478
|
|
|
$
|
455
|
|
|
5
|
%
|
|
3
|
%
|
|
1
|
%
|
|
1
|
%
|
Asia Pacific
|
194
|
|
|
184
|
|
|
6
|
%
|
|
(3
|
)%
|
|
—
|
|
|
9
|
%
|
||
Latin America
|
102
|
|
|
88
|
|
|
16
|
%
|
|
(11
|
)%
|
|
11
|
%
|
|
16
|
%
|
||
Total International
|
774
|
|
|
727
|
|
|
7
|
%
|
|
—
|
|
|
2
|
%
|
|
5
|
%
|
||
U.S. / Canada
|
716
|
|
|
670
|
|
|
7
|
%
|
|
(1
|
)%
|
|
5
|
%
|
|
3
|
%
|
||
Total Marsh
|
$
|
1,490
|
|
|
$
|
1,397
|
|
|
7
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|
4
|
%
|
Mercer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Health
|
$
|
393
|
|
|
$
|
376
|
|
|
4
|
%
|
|
—
|
|
|
1
|
%
|
|
4
|
%
|
Retirement
|
345
|
|
|
338
|
|
|
2
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
1
|
%
|
||
Talent
|
123
|
|
|
133
|
|
|
(7
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(5
|
)%
|
||
Investments
|
210
|
|
|
197
|
|
|
7
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
6
|
%
|
||
Total Mercer
|
$
|
1,071
|
|
|
$
|
1,044
|
|
|
3
|
%
|
|
1
|
%
|
|
—
|
|
|
2
|
%
|
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability such as: acquisitions, dispositions and transfers among businesses.
|
|
*
|
Components of revenue change may not add due to rounding.
|
|
Six Months Ended
June 30, |
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
|||||||||||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
2,942
|
|
|
$
|
2,785
|
|
|
6
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|
4
|
%
|
Guy Carpenter
|
676
|
|
|
660
|
|
|
2
|
%
|
|
—
|
|
|
1
|
%
|
|
1
|
%
|
||
Subtotal
|
3,618
|
|
|
3,445
|
|
|
5
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|
3
|
%
|
||
Fiduciary Interest Income
|
12
|
|
|
14
|
|
|
|
|
|
|
|
|
|
||||||
Total Risk and Insurance Services
|
3,630
|
|
|
3,459
|
|
|
5
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|
3
|
%
|
||
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer
|
2,132
|
|
|
2,085
|
|
|
2
|
%
|
|
—
|
|
|
—
|
|
|
3
|
%
|
||
Oliver Wyman Group
|
820
|
|
|
687
|
|
|
19
|
%
|
|
2
|
%
|
|
3
|
%
|
|
14
|
%
|
||
Total Consulting
|
2,952
|
|
|
2,772
|
|
|
6
|
%
|
|
—
|
|
|
1
|
%
|
|
6
|
%
|
||
Corporate/Eliminations
|
(18
|
)
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
$
|
6,564
|
|
|
$
|
6,214
|
|
|
6
|
%
|
|
—
|
|
|
2
|
%
|
|
4
|
%
|
|
Six Months Ended
June 30, |
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2014
|
|
|
2013
|
|
|
|||||||||||||
Marsh:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA
|
$
|
1,095
|
|
|
$
|
1,049
|
|
|
4
|
%
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
Asia Pacific
|
345
|
|
|
331
|
|
|
4
|
%
|
|
(5
|
)%
|
|
—
|
|
|
9
|
%
|
||
Latin America
|
186
|
|
|
166
|
|
|
12
|
%
|
|
(13
|
)%
|
|
11
|
%
|
|
14
|
%
|
||
Total International
|
1,626
|
|
|
1,546
|
|
|
5
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
5
|
%
|
||
U.S. / Canada
|
1,316
|
|
|
1,239
|
|
|
6
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|
3
|
%
|
||
Total Marsh
|
$
|
2,942
|
|
|
$
|
2,785
|
|
|
6
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|
4
|
%
|
Mercer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Health
|
$
|
781
|
|
|
$
|
757
|
|
|
3
|
%
|
|
—
|
|
|
—
|
|
|
3
|
%
|
Retirement
|
702
|
|
|
681
|
|
|
3
|
%
|
|
1
|
%
|
|
—
|
|
|
2
|
%
|
||
Talent
|
240
|
|
|
256
|
|
|
(6
|
)%
|
|
(2
|
)%
|
|
(1
|
)%
|
|
(3
|
)%
|
||
Investments
|
409
|
|
|
391
|
|
|
5
|
%
|
|
(3
|
)%
|
|
1
|
%
|
|
7
|
%
|
||
Total Mercer
|
$
|
2,132
|
|
|
$
|
2,085
|
|
|
2
|
%
|
|
—
|
|
|
—
|
|
|
3
|
%
|
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability, such as: acquisitions, dispositions and transfers among businesses.
|
|
*
|
Components of revenue change may not add due to rounding.
|
For the Three and Six Months Ended June 30,
|
Second Quarter
|
|
Six Months
|
||||||||||
(In millions of dollars)
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||||
Revenue
|
$
|
1,791
|
|
$
|
1,688
|
|
|
$
|
3,630
|
|
$
|
3,459
|
|
Compensation and Benefits
|
943
|
|
878
|
|
|
1,884
|
|
1,797
|
|
||||
Other Expenses
|
400
|
|
389
|
|
|
805
|
|
773
|
|
||||
Expense
|
1,343
|
|
1,267
|
|
|
2,689
|
|
2,570
|
|
||||
Operating Income
|
$
|
448
|
|
$
|
421
|
|
|
$
|
941
|
|
$
|
889
|
|
Operating Income Margin
|
25.0
|
%
|
24.9
|
%
|
|
25.9
|
%
|
25.7
|
%
|
For the Three and Six Months Ended June 30,
|
Second Quarter
|
|
Six Months
|
||||||||||
(In millions of dollars)
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||||
Revenue
|
$
|
1,520
|
|
$
|
1,410
|
|
|
$
|
2,952
|
|
$
|
2,772
|
|
Compensation and Benefits
|
851
|
|
806
|
|
|
1,664
|
|
1,602
|
|
||||
Other Expenses
|
422
|
|
399
|
|
|
816
|
|
778
|
|
||||
Expense
|
1,273
|
|
1,205
|
|
|
2,480
|
|
2,380
|
|
||||
Operating Income
|
$
|
247
|
|
$
|
205
|
|
|
$
|
472
|
|
$
|
392
|
|
Operating Income Margin
|
16.2
|
%
|
14.5
|
%
|
|
16.0
|
%
|
14.2
|
%
|
|
|
|
|
|
Second Quarter
|
|
Six Months
|
||||||||||
(In millions of dollars, except per share figures)
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||||
Disposals of discontinued operations
|
$
|
—
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
$
|
(5
|
)
|
Income tax expense (credit)
|
2
|
|
(1
|
)
|
|
3
|
|
(12
|
)
|
||||
Disposals of discontinued operations, net of tax
|
(2
|
)
|
(5
|
)
|
|
(3
|
)
|
7
|
|
||||
Discontinued operations, net of tax
|
$
|
(2
|
)
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
$
|
7
|
|
Discontinued operations, net of tax per share
|
|
|
|
|
|
||||||||
– Basic
|
$
|
(0.01
|
)
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
$
|
0.01
|
|
– Diluted
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
$
|
0.02
|
|
|
Payment due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
|
Within
1 Year
|
|
|
1-3 Years
|
|
|
4-5 Years
|
|
|
After
5 Years
|
|
|||||
Current portion of long-term debt
|
$
|
331
|
|
|
$
|
331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
3,229
|
|
|
—
|
|
|
553
|
|
|
675
|
|
|
2,001
|
|
|||||
Interest on long-term debt
|
1,389
|
|
|
168
|
|
|
295
|
|
|
271
|
|
|
655
|
|
|||||
Net operating leases
|
2,207
|
|
|
329
|
|
|
543
|
|
|
422
|
|
|
913
|
|
|||||
Service agreements
|
534
|
|
|
202
|
|
|
201
|
|
|
116
|
|
|
15
|
|
|||||
Other long-term obligations
|
343
|
|
|
92
|
|
|
167
|
|
|
82
|
|
|
2
|
|
|||||
Acquisitions
|
312
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchases commitments
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
8,360
|
|
|
$
|
1,449
|
|
|
$
|
1,759
|
|
|
$
|
1,566
|
|
|
$
|
3,586
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
(In millions of dollars)
|
June 30, 2014
|
||
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits
|
$
|
2,005
|
|
Fiduciary cash and investments
|
$
|
5,237
|
|
Item 4.
|
Controls & Procedures.
|
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
|
|
||
April 1-30, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
462,522,386
|
|
|
May 1-31, 2014
|
2,102,525
|
|
|
$
|
49.0982
|
|
|
2,102,525
|
|
|
$
|
1,943,987,186
|
|
June 1-30, 2014
|
2,856,850
|
|
|
$
|
51.3664
|
|
|
2,856,850
|
|
|
$
|
1,797,241,016
|
|
Total Q2 2014
|
4,959,375
|
|
|
$
|
50.4048
|
|
|
4,959,375
|
|
|
$
|
1,797,241,016
|
|
Date:
|
August 4, 2014
|
/s/ J. Michael Bischoff
|
|
|
J. Michael Bischoff
|
|
|
Chief Financial Officer
|
|
|
|
Date:
|
August 4, 2014
|
/s/ Robert J. Rapport
|
|
|
Robert J. Rapport
|
|
|
Senior Vice President & Controller
|
|
|
(Chief Accounting Officer)
|
Exhibit No.
|
|
Exhibit Name
|
|
|
|
4.1
|
|
Form of Fourth Supplemental Indenture between Marsh & McLennan Companies, Inc. (the "Company") and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K dated May 27, 2014)
|
|
|
|
10.1
|
|
Description of compensation arrangements for independent directors of Marsh & McLennan Companies, Inc. effective June 1, 2014
|
|
|
|
10.2
|
|
Letter Agreement, effective as of May 14, 2014, between Marsh & McLennan Companies, Inc. and Daniel S. Glaser
|
|
|
|
10.3
|
|
Letter Agreement, effective as of May 14, 2014, between Marsh & McLennan Companies, Inc. and J. Michael Bischoff
|
|
|
|
10.4
|
|
Letter Agreement, effective as of May 14, 2014, between Marsh & McLennan Companies, Inc. and Peter Zaffino
|
|
|
|
10.5
|
|
Letter Agreement, effective as of May 14, 2014, between Marsh & McLennan Companies, Inc. and Julio A. Portalatin
|
|
|
|
10.6
|
|
Letter Agreement, effective as of May 14, 2014, between Marsh & McLennan Companies, Inc. and Alexander Moczarski
|
|
|
|
12.1
|
|
Statement Re: Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
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
|
1.
|
Exhibit A to the 2013 Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
|
Board or Committee Memberships
|
•
International Advisory Board of BritishAmerican Business
•
Board of Trustees of the American Institute for Chartered Property Casualty Underwriters
•
Insurance Information Institute
•
Board of Trustees of Ohio Wesleyan University
|
Annual Base Salary
|
$1,400,000
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $2,800,000 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 $8,000,000, commencing with the award made in 2015.
|
Other Benefits
|
•
You will have access to a car and driver for business purposes and for work/home travel purposes.
•
You will have access to corporate aircraft for personal travel, up to $100,000 in aggregate incremental cost each calendar year as calculated by the Company for disclosure purposes for the Summary Compensation Table of the Company’s Proxy Statement; provided that this amount and calculation methodology will be reviewed from time to time and subject to adjustment to reflect market trends. The Company currently calculates incremental cost by adding the incremental variable costs associated with personal flights on the aircraft (including hourly charges, taxes, passenger fees, international fees and catering).
If the imputed income attributable to these benefits is taxable to you, then the taxes associated with this taxable income will not be reimbursed or paid by the Company.
|
1.
|
Exhibit A to the 2013 Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
|
Annual Base Salary
|
$750,000 (effective April 1, 2014)
|
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 $1,000,000, commencing with the award made in 2015.
|
1.
|
Exhibit A to the 2013 Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
|
Annual Base Salary
|
$1,000,000 (effective April 1, 2014)
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $2,250,000 commencing with the 2014 performance year (awarded in 2015). 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 $3,000,000, commencing with the award made in 2015.
|
1.
|
Exhibit A to the 2013 Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
|
Board or Committee Memberships
|
Hofstra University Board of Trustees
|
Annual Base Salary
|
$900,000 (effective April 1, 2014)
|
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 $2,000,000, commencing with the award made in 2015.
|
1.
|
Exhibit A to the 2013 Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
|
Board or Committee Memberships
|
•
British-American Business Association (BABA)
•
International Insurance Society (IIS)
•
Bayard
|
Annual Base Salary
|
$800,000
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $1,500,000 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, Guy Carpenter’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 $1,500,000, commencing with the award made in 2015.
|
|
Six Months Ended
June 30, 2014 |
Years Ended December 31,
|
|||||||||||||||||||||
|
(Unaudited)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
$
|
1,257
|
|
|
$
|
1,973
|
|
|
$
|
1,696
|
|
|
$
|
1,404
|
|
|
$
|
769
|
|
|
$
|
552
|
|
Interest expense
|
84
|
|
|
167
|
|
|
181
|
|
|
199
|
|
|
233
|
|
|
241
|
|
||||||
Portion of rents representative of the interest factor
|
73
|
|
|
134
|
|
|
139
|
|
|
143
|
|
|
140
|
|
|
132
|
|
||||||
|
$
|
1,414
|
|
|
$
|
2,274
|
|
|
$
|
2,016
|
|
|
$
|
1,746
|
|
|
$
|
1,142
|
|
|
$
|
925
|
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
84
|
|
|
$
|
167
|
|
|
$
|
181
|
|
|
$
|
199
|
|
|
$
|
233
|
|
|
$
|
241
|
|
Portion of rents representative of the interest factor
|
73
|
|
|
134
|
|
|
139
|
|
|
143
|
|
|
140
|
|
|
132
|
|
||||||
|
$
|
157
|
|
|
$
|
301
|
|
|
$
|
320
|
|
|
$
|
342
|
|
|
$
|
373
|
|
|
$
|
373
|
|
Ratio of Earnings to Fixed Charges
|
9.0
|
|
|
7.6
|
|
|
6.3
|
|
|
5.1
|
|
|
3.1
|
|
|
2.5
|
|
Date:
|
August 4, 2014
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
August 4, 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:
|
August 4, 2014
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
August 4, 2014
|
|
/s/ J. Michael Bischoff
|
|
|
|
J. Michael Bischoff
|
|
|
|
Chief Financial Officer
|