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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 ability to maintain adequate safeguards to protect the security of confidential, personal or proprietary information, and the potential for the improper disclosure or use of such information, whether due to human error, improper action by employees, vendors or third parties, or as a result of a cyberattack;
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•
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the impact of competition on our business, including the impact of our corporate tax rate, which is higher than the tax rate of our international competitors;
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•
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the impact of fluctuations in foreign currency exchange rates, particularly in light of the strength of the U.S. dollar against most other currencies worldwide;
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•
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the impact on our global pension obligations of changes in discount rates and asset returns, as well as projected salary increases, mortality rates, demographics and inflation, and the impact of cash contributions required to be made to our global defined benefit pension plans due to changes in the funded status of those plans;
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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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our exposure to potential civil remedies or criminal penalties if we fail to comply with foreign and U.S. laws that are applicable in the domestic and international jurisdictions in which we operate;
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•
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the extent to which we are able to retain existing clients and attract new business, and our ability to effectively incentivize and retain key employees;
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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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our ability to successfully recover should we experience a disaster or other business continuity problem;
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•
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the impact of changes in interest rates and deterioration of counterparty credit quality on our cash balances and the performance of our investment portfolios;
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•
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the impact of potential 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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ITEM 1.
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FINANCIAL STATEMENTS
(UNAUDITED)
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ITEM 2.
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OF OPERATIONS
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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Item 1.
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Financial Statements.
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Three Months Ended September 30,
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Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share figures)
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2015
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2014
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2015
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2014
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Revenue
|
$
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3,115
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$
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3,141
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$
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9,555
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$
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9,705
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Expense:
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||||||||
Compensation and benefits
|
1,878
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1,904
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5,434
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5,619
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||||
Other operating expenses
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776
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792
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2,296
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|
|
2,321
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Operating expenses
|
2,654
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2,696
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7,730
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7,940
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||||
Operating income
|
461
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|
|
445
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|
|
1,825
|
|
|
1,765
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||||
Interest income
|
3
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|
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6
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|
|
9
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|
|
16
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|
||||
Interest expense
|
(41
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)
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|
(45
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)
|
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(117
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)
|
|
(129
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)
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||||
Investment income (loss)
|
34
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|
|
26
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|
|
39
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|
|
37
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||||
Income before income taxes
|
457
|
|
|
432
|
|
|
1,756
|
|
|
1,689
|
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||||
Income tax expense
|
128
|
|
|
127
|
|
|
500
|
|
|
487
|
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||||
Income from continuing operations
|
329
|
|
|
305
|
|
|
1,256
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|
|
1,202
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Discontinued operations, net of tax
|
2
|
|
|
(1
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)
|
|
(1
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)
|
|
(4
|
)
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||||
Net income before non-controlling interests
|
331
|
|
|
304
|
|
|
1,255
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|
|
1,198
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Less: Net income attributable to non-controlling interests
|
8
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|
|
7
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|
|
31
|
|
|
27
|
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||||
Net income attributable to the Company
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$
|
323
|
|
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$
|
297
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|
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$
|
1,224
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|
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$
|
1,171
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Basic net income per share – Continuing operations
|
$
|
0.61
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|
|
$
|
0.55
|
|
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$
|
2.29
|
|
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$
|
2.15
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|
– Net income attributable to
the Company
|
$
|
0.61
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|
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$
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0.55
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|
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$
|
2.29
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|
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$
|
2.14
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Diluted net income per share – Continuing operations
|
$
|
0.60
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$
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0.54
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$
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2.27
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|
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$
|
2.12
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– Net income attributable to
the Company
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$
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0.61
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$
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0.54
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$
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2.27
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$
|
2.11
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Average number of shares outstanding – Basic
|
528
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|
544
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|
|
534
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547
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– Diluted
|
533
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|
551
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|
540
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554
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Shares outstanding at September 30
|
522
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|
|
542
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|
522
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542
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Three Months Ended September 30,
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Nine Months Ended
September 30, |
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(In millions)
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2015
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2014
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2015
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2014
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Net income before non-controlling interests
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$
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331
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$
|
304
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$
|
1,255
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$
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1,198
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Other comprehensive income (loss), before tax:
|
|
|
|
|
|
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||||||||
Foreign currency translation adjustments
|
(278
|
)
|
|
(421
|
)
|
(458
|
)
|
|
(214
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)
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||||
Unrealized investment gain
|
1
|
|
|
—
|
|
1
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|
|
—
|
|
||||
Gain (loss) related to pension/post-retirement plans
|
94
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|
|
172
|
|
247
|
|
|
(69
|
)
|
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Other comprehensive (loss) income, before tax
|
(183
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)
|
|
(249
|
)
|
(210
|
)
|
|
(283
|
)
|
||||
Income tax expense (credit) on other comprehensive income
|
16
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|
39
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|
65
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|
|
(9
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
(199
|
)
|
|
(288
|
)
|
(275
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)
|
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(274
|
)
|
||||
Comprehensive income
|
132
|
|
|
16
|
|
980
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|
924
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|
||||
Less: comprehensive income attributable to non-controlling interest
|
8
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|
|
7
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|
31
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|
|
27
|
|
||||
Comprehensive income attributable to the Company
|
$
|
124
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|
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$
|
9
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|
$
|
949
|
|
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$
|
897
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|
(In millions, except share and per share figures)
|
September 30,
2015 |
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December 31,
2014 |
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ASSETS
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|
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Current assets:
|
|
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||||
Cash and cash equivalents
|
$
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1,330
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$
|
1,958
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Receivables
|
|
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|
||||
Commissions and fees
|
3,255
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|
|
3,142
|
|
||
Advanced premiums and claims
|
60
|
|
|
50
|
|
||
Other
|
295
|
|
|
280
|
|
||
|
3,610
|
|
|
3,472
|
|
||
Less-allowance for doubtful accounts and cancellations
|
(93
|
)
|
|
(95
|
)
|
||
Net receivables
|
3,517
|
|
|
3,377
|
|
||
Current deferred tax assets
|
466
|
|
|
521
|
|
||
Other current assets
|
213
|
|
|
199
|
|
||
Total current assets
|
5,526
|
|
|
6,055
|
|
||
Goodwill and intangible assets
|
8,342
|
|
|
7,933
|
|
||
Fixed assets
(net of accumulated depreciation and amortization of $1,657 at September 30, 2015 and $1,639 at December 31, 2014)
|
786
|
|
|
809
|
|
||
Pension related assets
|
1,182
|
|
|
967
|
|
||
Deferred tax assets
|
667
|
|
|
876
|
|
||
Other assets
|
1,221
|
|
|
1,200
|
|
||
|
$
|
17,724
|
|
|
$
|
17,840
|
|
(In millions, except share and per share figures)
|
September 30,
2015 |
|
|
December 31,
2014 |
|
||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
62
|
|
|
$
|
11
|
|
Accounts payable and accrued liabilities
|
1,759
|
|
|
1,883
|
|
||
Accrued compensation and employee benefits
|
1,313
|
|
|
1,633
|
|
||
Accrued income taxes
|
107
|
|
|
178
|
|
||
Dividends payable
|
163
|
|
|
—
|
|
||
Total current liabilities
|
3,404
|
|
|
3,705
|
|
||
Fiduciary liabilities
|
4,374
|
|
|
4,552
|
|
||
Less – cash and investments held in a fiduciary capacity
|
(4,374
|
)
|
|
(4,552
|
)
|
||
|
—
|
|
|
—
|
|
||
Long-term debt
|
4,422
|
|
|
3,376
|
|
||
Pension, post-retirement and post-employment benefits
|
2,114
|
|
|
2,244
|
|
||
Liabilities for errors and omissions
|
358
|
|
|
341
|
|
||
Other liabilities
|
1,083
|
|
|
1,041
|
|
||
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 September 30, 2015
|
|
|
|
||||
and December 31, 2014
|
561
|
|
|
561
|
|
||
Additional paid-in capital
|
851
|
|
|
930
|
|
||
Retained earnings
|
10,928
|
|
|
10,335
|
|
||
Accumulated other comprehensive loss
|
(4,122
|
)
|
|
(3,847
|
)
|
||
Non-controlling interests
|
95
|
|
|
79
|
|
||
|
8,313
|
|
|
8,058
|
|
||
Less – treasury shares, at cost, 38,341,409 shares at September 30, 2015
|
|
|
|
||||
and 20,499,596 shares at December 31, 2014
|
(1,970
|
)
|
|
(925
|
)
|
||
Total equity
|
6,343
|
|
|
7,133
|
|
||
|
$
|
17,724
|
|
|
$
|
17,840
|
|
For the Nine Months Ended September 30,
|
|
|
|
||||
(In millions)
|
2015
|
|
|
2014
|
|
||
Operating cash flows:
|
|
|
|
||||
Net income before non-controlling interests
|
$
|
1,255
|
|
|
$
|
1,198
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
||||
Depreciation and amortization of fixed assets and capitalized software
|
233
|
|
|
225
|
|
||
Amortization of intangible assets
|
79
|
|
|
64
|
|
||
Adjustments and payments related to contingent consideration liability
|
15
|
|
|
5
|
|
||
Provision for deferred income taxes
|
214
|
|
|
103
|
|
||
Gain on investments
|
(39
|
)
|
|
(37
|
)
|
||
Loss on disposition of assets
|
3
|
|
|
4
|
|
||
Share-based compensation expense
|
67
|
|
|
74
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Net receivables
|
(118
|
)
|
|
(182
|
)
|
||
Other current assets
|
43
|
|
|
(19
|
)
|
||
Other assets
|
(65
|
)
|
|
16
|
|
||
Accounts payable and accrued liabilities
|
(96
|
)
|
|
(53
|
)
|
||
Accrued compensation and employee benefits
|
(319
|
)
|
|
(128
|
)
|
||
Accrued income taxes
|
(68
|
)
|
|
59
|
|
||
Contributions to pension and other benefit plans in excess of current year expense/credit
|
(178
|
)
|
|
(141
|
)
|
||
Other liabilities
|
(99
|
)
|
|
(75
|
)
|
||
Effect of exchange rate changes
|
53
|
|
|
28
|
|
||
Net cash provided by operations
|
980
|
|
|
1,141
|
|
||
Financing cash flows:
|
|
|
|
||||
Purchase of treasury shares
|
(1,325
|
)
|
|
(600
|
)
|
||
Proceeds from debt
|
1,099
|
|
|
1,393
|
|
||
Repayments of debt
|
(8
|
)
|
|
(327
|
)
|
||
Shares withheld for taxes on vested units – treasury shares
|
(48
|
)
|
|
(56
|
)
|
||
Issuance of common stock from treasury shares
|
179
|
|
|
190
|
|
||
Payments of deferred and contingent consideration for acquisitions
|
(42
|
)
|
|
(28
|
)
|
||
Distributions of non-controlling interests
|
(17
|
)
|
|
(13
|
)
|
||
Dividends paid
|
(468
|
)
|
|
(429
|
)
|
||
Net cash (used for) provided by financing activities
|
(630
|
)
|
|
130
|
|
||
Investing cash flows:
|
|
|
|
||||
Capital expenditures
|
(249
|
)
|
|
(285
|
)
|
||
Net purchases of long-term investments
|
(63
|
)
|
|
(117
|
)
|
||
Proceeds from sales of fixed assets
|
2
|
|
|
2
|
|
||
Acquisitions
|
(431
|
)
|
|
(416
|
)
|
||
Other, net
|
(2
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(743
|
)
|
|
(816
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(235
|
)
|
|
(109
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(628
|
)
|
|
346
|
|
||
Cash and cash equivalents at beginning of period
|
1,958
|
|
|
2,303
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,330
|
|
|
$
|
2,649
|
|
For the Nine Months Ended September 30,
|
|
|
|
||||
(In millions, except per share figures)
|
2015
|
|
|
2014
|
|
||
COMMON STOCK
|
|
|
|
||||
Balance, beginning and end of period
|
$
|
561
|
|
|
$
|
561
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
||||
Balance, beginning of year
|
$
|
930
|
|
|
$
|
1,028
|
|
Change in accrued stock compensation costs
|
1
|
|
|
(26
|
)
|
||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact
|
(80
|
)
|
|
(80
|
)
|
||
Balance, end of period
|
$
|
851
|
|
|
$
|
922
|
|
RETAINED EARNINGS
|
|
|
|
||||
Balance, beginning of year
|
$
|
10,335
|
|
|
$
|
9,452
|
|
Net income attributable to the Company
|
1,224
|
|
|
1,171
|
|
||
Dividend equivalents declared – (per share amounts: $1.18 in 2015 and $1.06 in 2014)
|
(3
|
)
|
|
(3
|
)
|
||
Dividends declared – (per share amounts: $1.18 in 2015 and $1.06 in 2014)
|
(628
|
)
|
|
(578
|
)
|
||
Balance, end of period
|
$
|
10,928
|
|
|
$
|
10,042
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
||||
Balance, beginning of year
|
$
|
(3,847
|
)
|
|
$
|
(2,621
|
)
|
Other comprehensive income (loss), net of tax
|
(275
|
)
|
|
(274
|
)
|
||
Balance, end of period
|
$
|
(4,122
|
)
|
|
$
|
(2,895
|
)
|
TREASURY SHARES
|
|
|
|
||||
Balance, beginning of year
|
$
|
(925
|
)
|
|
$
|
(515
|
)
|
Issuance of shares under stock compensation plans and employee stock purchase plans
|
280
|
|
|
318
|
|
||
Purchase of treasury shares
|
(1,325
|
)
|
|
(600
|
)
|
||
Balance, end of period
|
$
|
(1,970
|
)
|
|
$
|
(797
|
)
|
NON-CONTROLLING INTERESTS
|
|
|
|
||||
Balance, beginning of year
|
$
|
79
|
|
|
$
|
70
|
|
Net income attributable to non-controlling interests
|
31
|
|
|
27
|
|
||
Other changes
|
(15
|
)
|
|
(15
|
)
|
||
Balance, end of period
|
$
|
95
|
|
|
$
|
82
|
|
TOTAL EQUITY
|
$
|
6,343
|
|
|
$
|
7,915
|
|
Basic and Diluted EPS Calculation -
Continuing Operations
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share figures)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Net income from continuing operations
|
$
|
329
|
|
|
$
|
305
|
|
|
$
|
1,256
|
|
|
$
|
1,202
|
|
Less: Net income attributable to non-controlling interests
|
8
|
|
|
7
|
|
|
31
|
|
|
27
|
|
||||
|
$
|
321
|
|
|
$
|
298
|
|
|
$
|
1,225
|
|
|
$
|
1,175
|
|
Basic weighted average common shares outstanding
|
528
|
|
|
544
|
|
|
534
|
|
|
547
|
|
||||
Dilutive effect of potentially issuable common shares
|
5
|
|
|
7
|
|
|
6
|
|
|
7
|
|
||||
Diluted weighted average common shares outstanding
|
533
|
|
|
551
|
|
|
540
|
|
|
554
|
|
||||
Average stock price used to calculate common stock equivalents
|
$
|
55.80
|
|
|
$
|
52.15
|
|
|
$
|
56.64
|
|
|
$
|
49.89
|
|
(In millions of dollars)
|
|
2015
|
|
|
2014
|
|
||
Assets acquired, excluding cash
|
|
$
|
636
|
|
|
$
|
598
|
|
Liabilities assumed
|
|
(51
|
)
|
|
(45
|
)
|
||
Contingent/deferred purchase consideration
|
|
(154
|
)
|
|
(147
|
)
|
||
Net cash outflow for acquisitions
|
|
$
|
431
|
|
|
$
|
406
|
|
(In millions of dollars)
|
2015
|
|
|
2014
|
|
||
Interest paid
|
$
|
126
|
|
|
$
|
126
|
|
Income taxes paid
|
$
|
335
|
|
|
$
|
306
|
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of July 1, 2015
|
$
|
5
|
|
|
$
|
(3,289
|
)
|
|
$
|
(639
|
)
|
|
$
|
(3,923
|
)
|
Other comprehensive income (loss) before reclassifications
|
1
|
|
|
31
|
|
|
(276
|
)
|
|
(244
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||
Net current period other comprehensive income (loss)
|
1
|
|
|
76
|
|
|
(276
|
)
|
|
(199
|
)
|
||||
Balance as of September 30, 2015
|
$
|
6
|
|
|
$
|
(3,213
|
)
|
|
$
|
(915
|
)
|
|
$
|
(4,122
|
)
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of July 1, 2014
|
$
|
5
|
|
|
$
|
(2,883
|
)
|
|
$
|
271
|
|
|
$
|
(2,607
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
94
|
|
|
(419
|
)
|
|
(325
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Net current period other comprehensive income (loss)
|
—
|
|
|
131
|
|
|
(419
|
)
|
|
(288
|
)
|
||||
Balance as of September 30, 2014
|
$
|
5
|
|
|
$
|
(2,752
|
)
|
|
$
|
(148
|
)
|
|
$
|
(2,895
|
)
|
(In millions of dollars)
|
Unrealized Investment Gains
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2015
|
$
|
5
|
|
|
$
|
(3,393
|
)
|
|
$
|
(459
|
)
|
|
$
|
(3,847
|
)
|
Other comprehensive income (loss) before reclassifications
|
1
|
|
|
33
|
|
|
(456
|
)
|
|
(422
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
||||
Net current period other comprehensive income (loss)
|
1
|
|
|
180
|
|
|
(456
|
)
|
|
(275
|
)
|
||||
Balance as of September 30, 2015
|
$
|
6
|
|
|
$
|
(3,213
|
)
|
|
$
|
(915
|
)
|
|
$
|
(4,122
|
)
|
(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
|
—
|
|
|
(174
|
)
|
|
(204
|
)
|
|
(378
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
||||
Net current period other comprehensive income (loss)
|
—
|
|
|
(70
|
)
|
|
(204
|
)
|
|
(274
|
)
|
||||
Balance as of September 30, 2014
|
$
|
5
|
|
|
$
|
(2,752
|
)
|
|
$
|
(148
|
)
|
|
$
|
(2,895
|
)
|
•
|
January – Marsh acquired INGESEG S.A., an insurance brokerage located in Argentina.
|
•
|
May – Marsh acquired Sylvite Financial Services, Inc., a Canada-based insurance consulting firm and Sumitomo Life Insurance Agency America, Inc., an employee benefits brokerage and consulting firm providing employee benefit and other services to U.S.-based subsidiaries of Japanese companies.
|
•
|
June – Marsh & McLennan Agency ("MMA") acquired MHBT, Inc., a Texas-based insurance broker and Marsh acquired SIS Co. Ltd, a Korea-based insurance broker and advisor.
|
•
|
July – MMA acquired Vezina, a Canada-based independent insurance brokerage firm, Tequesta Insurance Advisors, an employee benefits insurance provider based in Florida, Cline Wood Agency, a Kansas City-based independent specialty insurance agency and J.W. Terrill, a Missouri-based independent insurance agency. Marsh acquired SMEI Group Ltd., a U.K.-based insurance broker providing specialist commercial insurance to small and medium-sized firms.
|
•
|
August – Marsh acquired Dovetail Insurance, a leading provider of insurance technology services to the U.S. small commercial market.
|
•
|
February – Oliver Wyman acquired TeamSAI, a Georgia-based provider of consulting and technical services to the transportation industry, and Mercer acquired Strategic Capital Management AG, a Switzerland-based institutional investment advisor.
|
•
|
June – Mercer acquired Kepler Associates, a U.K.-based executive remuneration specialist.
|
•
|
August – OWG acquired the Hong Kong and Shanghai franchises of OC&C Strategy Consultants.
|
•
|
September – Mercer acquired Comptryx, a global pay and workforce metrics business specializing in the technology sector.
|
For the Nine Months Ended September 30, 2015
|
|
||
(In millions of dollars)
|
|
||
Cash
|
$
|
448
|
|
Estimated fair value of deferred/contingent consideration
|
154
|
|
|
Total Consideration
|
$
|
602
|
|
Allocation of purchase price:
|
|
||
Cash and cash equivalents
|
$
|
17
|
|
Accounts receivable, net
|
22
|
|
|
Other current assets
|
3
|
|
|
Property, plant, and equipment
|
5
|
|
|
Intangible assets
|
247
|
|
|
Goodwill
|
356
|
|
|
Other assets
|
3
|
|
|
Total assets acquired
|
653
|
|
|
Current liabilities
|
34
|
|
|
Other liabilities
|
17
|
|
|
Total liabilities assumed
|
51
|
|
|
Net assets acquired
|
$
|
602
|
|
•
|
January – MMA acquired Barney & Barney, LLC, 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, 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.
|
•
|
February – 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.
|
•
|
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.
|
•
|
May – MMA acquired Kinker-Eveleigh Insurance Agency, an Ohio-based agency specializing in property-casualty and employee benefits solutions, VISICOR, a full-service employee benefits brokerage and consulting firm based in Texas, and Senn Dunn Insurance, a full-service insurance brokerage located in North Carolina.
|
•
|
August – Marsh acquired Seguros Morrice y Urrutia S.A., an insurance broker based in Panama City, Panama.
|
•
|
September – Marsh acquired Kocisko Insurance Brokers, Inc., a full-service commercial insurance brokerage located in Montreal, Quebec.
|
•
|
October – MMA acquired NuWest Insurance Services, Inc., a California-based property-casualty agency.
|
•
|
November – Marsh acquired Torrent Technologies, Inc., a Montana-based flood insurance specialist.
|
•
|
December – Marsh acquired Seafire Insurance Services, LLC, a Kansas-based managing general underwriter, and Trade Insure NV, a leading distributor of credit insurance policies in Belgium, and MMA acquired The Benefit Planning Group, Inc., a North Carolina-based employee benefit consulting firm.
|
•
|
February – Mercer acquired Transition Assist, a retiree exchange specializing in helping retirees in employer-sponsored plans select Medicare supplemental health care insurance.
|
•
|
September – Oliver Wyman acquired Bonfire Communications, an agency specializing in employee engagement and internal communications based in San Francisco, California.
|
•
|
November – Mercer acquired AUSREM, a remuneration research and workforce consulting specialist based in Australia, and Jeitosa Group International, a global HR business consultancy and IT systems integration firm.
|
•
|
December – Mercer acquired Denarius, a compensation and benefits survey and information products consulting firm based in Chile, and Oliver Wyman acquired OC&C Strategy Consultants (Boston) LLC (part of the OC&C network), a Boston-based consulting firm specializing in the business media, information services and education sectors.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share figures)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Revenue
|
$
|
3,120
|
|
|
$
|
3,207
|
|
|
$
|
9,659
|
|
|
$
|
9,938
|
|
Income from continuing operations
|
$
|
331
|
|
|
$
|
305
|
|
|
$
|
1,271
|
|
|
$
|
1,207
|
|
Net income attributable to the Company
|
$
|
326
|
|
|
$
|
298
|
|
|
$
|
1,239
|
|
|
$
|
1,177
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
||||||||
– Continuing operations
|
$
|
0.61
|
|
|
$
|
0.55
|
|
|
$
|
2.32
|
|
|
$
|
2.16
|
|
– Net income attributable to the Company
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
$
|
2.32
|
|
|
$
|
2.15
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
||||||||
– Continuing operations
|
$
|
0.61
|
|
|
$
|
0.54
|
|
|
$
|
2.30
|
|
|
$
|
2.13
|
|
– Net income attributable to the Company
|
$
|
0.61
|
|
|
$
|
0.54
|
|
|
$
|
2.30
|
|
|
$
|
2.12
|
|
September 30,
|
|
|
|
||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
||
Balance as of January 1, as reported
|
$
|
7,241
|
|
|
$
|
6,893
|
|
Goodwill acquired
|
356
|
|
|
350
|
|
||
Other adjustments
(a)
|
(91
|
)
|
|
(64
|
)
|
||
Balance at September 30,
|
$
|
7,506
|
|
|
$
|
7,179
|
|
(a)
|
Primarily reflects the impact of foreign exchange in each period.
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(In millions of dollars)
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
||||||
Amortized intangibles
|
$
|
1,377
|
|
|
$
|
541
|
|
|
$
|
836
|
|
|
$
|
1,177
|
|
|
$
|
485
|
|
|
$
|
692
|
|
For the Years Ending December 31,
|
|
||
(In millions of dollars)
|
Estimated Expense
|
|
|
2015 (excludes amortization through September 30, 2015)
|
$
|
32
|
|
2016
|
107
|
|
|
2017
|
102
|
|
|
2018
|
98
|
|
|
2019
|
97
|
|
|
Subsequent years
|
400
|
|
|
|
$
|
836
|
|
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)
|
09/30/15
|
|
|
12/31/14
|
|
|
09/30/15
|
|
|
12/31/14
|
|
|
09/30/15
|
|
|
12/31/14
|
|
|
09/30/15
|
|
|
12/31/14
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
(a)
|
$
|
136
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
150
|
|
Money market funds
(b)
|
310
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
107
|
|
||||||||
Total assets measured at fair value
|
$
|
446
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
446
|
|
|
$
|
257
|
|
Fiduciary Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
79
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
57
|
|
Total fiduciary assets measured
at fair value
|
$
|
79
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
57
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent purchase
consideration liability
(c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
283
|
|
|
$
|
207
|
|
|
$
|
283
|
|
|
$
|
207
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
283
|
|
|
$
|
207
|
|
|
$
|
283
|
|
|
$
|
207
|
|
(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 accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.
|
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
||
Balance at January 1,
|
$
|
207
|
|
|
$
|
104
|
|
|
Additions
|
73
|
|
|
70
|
|
|
||
Payments
|
(39
|
)
|
|
(40
|
)
|
|
||
Revaluation Impact
|
42
|
|
|
17
|
|
|
||
Balance at September 30,
|
$
|
283
|
|
|
$
|
151
|
|
|
Combined U.S. and significant non-U.S. Plans
|
Pension
|
|
Post-retirement
|
||||||||||||
For the Three Months Ended September 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Service cost
|
$
|
48
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Interest cost
|
147
|
|
|
163
|
|
|
1
|
|
|
3
|
|
||||
Expected return on plan assets
|
(246
|
)
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss (gain)
|
66
|
|
|
55
|
|
|
—
|
|
|
(1
|
)
|
||||
Net periodic benefit cost
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
4
|
|
Curtailment loss
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlement loss
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total cost
|
$
|
21
|
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
Combined U.S. and significant non-U.S. Plans
|
Pension
|
|
Post-retirement
|
||||||||||||
For the Nine Months Ended September 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Service cost
|
$
|
150
|
|
|
$
|
172
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Interest cost
|
439
|
|
|
485
|
|
|
5
|
|
|
9
|
|
||||
Expected return on plan assets
|
(732
|
)
|
|
(749
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
—
|
|
|
(8
|
)
|
|
1
|
|
|
—
|
|
||||
Recognized actuarial loss (gain)
|
220
|
|
|
159
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net periodic benefit cost
|
$
|
77
|
|
|
$
|
59
|
|
|
$
|
7
|
|
|
$
|
12
|
|
Curtailment cost (credit)
|
4
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
||||
Settlement loss
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan termination
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
||||
Total cost (credit)
|
$
|
83
|
|
|
$
|
(6
|
)
|
|
$
|
(121
|
)
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Plans only
|
Pension
|
|
Post-retirement
|
||||||||||||
For the Three Months Ended September 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Service cost
|
$
|
29
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
63
|
|
|
65
|
|
|
—
|
|
|
2
|
|
||||
Expected return on plan assets
|
(93
|
)
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss (gain)
|
35
|
|
|
31
|
|
|
—
|
|
|
(1
|
)
|
||||
Net periodic benefit cost
|
$
|
34
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
2
|
|
U.S. Plans only
|
Pension
|
|
Post-retirement
|
||||||||||||
For the Nine Months Ended September 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Service cost
|
$
|
88
|
|
|
$
|
68
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
188
|
|
|
190
|
|
|
2
|
|
|
6
|
|
||||
Expected return on plan assets
|
(277
|
)
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service (credit) cost
|
—
|
|
|
(5
|
)
|
|
1
|
|
|
—
|
|
||||
Recognized actuarial loss (gain)
|
126
|
|
|
84
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
Net periodic benefit cost
|
$
|
125
|
|
|
$
|
77
|
|
|
$
|
3
|
|
|
$
|
6
|
|
Plan termination
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
||||
Total cost (credit)
|
$
|
125
|
|
|
$
|
77
|
|
|
$
|
(125
|
)
|
|
$
|
6
|
|
Significant non-U.S. Plans only
|
Pension
|
|
Post-retirement
|
||||||||||||
For the Three Months Ended September 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Service cost
|
$
|
19
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
84
|
|
|
98
|
|
|
1
|
|
|
1
|
|
||||
Expected return on plan assets
|
(153
|
)
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
31
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit (credit) cost
|
$
|
(19
|
)
|
|
$
|
(17
|
)
|
|
$
|
1
|
|
|
$
|
2
|
|
Curtailment loss (credit)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlement loss
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total (credit) cost
|
$
|
(13
|
)
|
|
$
|
(17
|
)
|
|
$
|
1
|
|
|
$
|
2
|
|
Significant non-U.S. Plans only
|
Pension
|
|
Post-retirement
|
||||||||||||
For the Nine Months Ended September 30,
|
Benefits
|
|
Benefits
|
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Service cost
|
$
|
62
|
|
|
$
|
104
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
251
|
|
|
295
|
|
|
3
|
|
|
3
|
|
||||
Expected return on plan assets
|
(455
|
)
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
94
|
|
|
75
|
|
|
—
|
|
|
1
|
|
||||
Net periodic benefit (credit) cost
|
$
|
(48
|
)
|
|
$
|
(18
|
)
|
|
$
|
4
|
|
|
$
|
6
|
|
Curtailment loss (credit)
|
4
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
||||
Settlement loss
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total (credit) cost
|
$
|
(42
|
)
|
|
$
|
(83
|
)
|
|
$
|
4
|
|
|
$
|
6
|
|
Combined U.S. and significant non-U.S. Plans
|
Pension
Benefits
|
|
Post-retirement
Benefits
|
||||||||
September 30,
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Expected return on plan assets
|
7.25
|
%
|
|
7.53
|
%
|
|
—
|
%
|
|
—
|
%
|
Discount rate
|
3.79
|
%
|
|
4.74
|
%
|
|
4.08
|
%
|
|
5.03
|
%
|
Rate of compensation increase
|
2.42
|
%
|
|
2.64
|
%
|
|
—
|
%
|
|
—
|
%
|
(In millions of dollars)
|
September 30,
2015 |
|
|
December 31,
2014 |
|
||
Short-term:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
62
|
|
|
$
|
11
|
|
Long-term:
|
|
|
|
||||
Senior notes – 2.30% due 2017
|
249
|
|
|
249
|
|
||
Senior notes – 2.55% due 2018
|
249
|
|
|
249
|
|
||
Senior notes – 2.35% due 2019
|
300
|
|
|
300
|
|
||
Senior notes – 2.35% due 2020
|
500
|
|
|
—
|
|
||
Senior notes – 4.80% due 2021
|
498
|
|
|
497
|
|
||
Senior notes – 4.05% due 2023
|
248
|
|
|
248
|
|
||
Senior notes – 3.50% due 2024
|
599
|
|
|
595
|
|
||
Senior notes – 3.50% due 2025
|
498
|
|
|
498
|
|
||
Senior notes – 3.750% due 2026
|
599
|
|
|
—
|
|
||
Senior notes – 5.875% due 2033
|
297
|
|
|
297
|
|
||
Mortgage – 5.70% due 2035
|
395
|
|
|
403
|
|
||
Term Loan Facility – due 2016
|
50
|
|
|
50
|
|
||
Other
|
2
|
|
|
1
|
|
||
|
4,484
|
|
|
3,387
|
|
||
Less current portion
|
62
|
|
|
11
|
|
||
|
$
|
4,422
|
|
|
$
|
3,376
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
(In millions of dollars)
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
||||
Short-term debt
|
$
|
62
|
|
|
$
|
62
|
|
|
$
|
11
|
|
|
$
|
11
|
|
Long-term debt
|
$
|
4,422
|
|
|
$
|
4,542
|
|
|
$
|
3,376
|
|
|
$
|
3,493
|
|
(In millions of dollars)
|
Liability at 1/1/14
|
|
Amounts
Accrued
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Liability at 12/31/14
|
|
Amounts
Accrued
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Liability at 9/30/15
|
||||||||||||
Severance
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
Future rent under non-cancelable leases and other costs
|
113
|
|
|
8
|
|
|
(35
|
)
|
|
(1
|
)
|
|
85
|
|
|
5
|
|
|
(19
|
)
|
|
(1
|
)
|
|
70
|
|
|||||||||
Total
|
$
|
124
|
|
|
$
|
12
|
|
|
$
|
(43
|
)
|
|
$
|
(1
|
)
|
|
$
|
92
|
|
|
$
|
8
|
|
|
$
|
(24
|
)
|
|
$
|
(2
|
)
|
|
$
|
74
|
|
▪
|
Risk and Insurance Services
, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and
|
▪
|
Consulting
, comprising Mercer and Oliver Wyman Group
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions of dollars)
|
Revenue
|
|
Operating
Income
(Loss)
|
|
Revenue
|
|
Operating
Income
(Loss)
|
||||||||
2015–
|
|
|
|
|
|
|
|
||||||||
Risk and Insurance Services
|
$
|
1,584
|
|
(a)
|
$
|
225
|
|
|
$
|
5,137
|
|
(c)
|
$
|
1,185
|
|
Consulting
|
1,540
|
|
(b)
|
285
|
|
|
4,448
|
|
(d)
|
781
|
|
||||
Total Operating Segments
|
3,124
|
|
|
510
|
|
|
9,585
|
|
|
1,966
|
|
||||
Corporate / Eliminations
|
(9
|
)
|
|
(49
|
)
|
|
(30
|
)
|
|
(141
|
)
|
||||
Total Consolidated
|
$
|
3,115
|
|
|
$
|
461
|
|
|
$
|
9,555
|
|
|
$
|
1,825
|
|
2014–
|
|
|
|
|
|
|
|
||||||||
Risk and Insurance Services
|
$
|
1,610
|
|
(a)
|
$
|
229
|
|
|
$
|
5,240
|
|
(c)
|
$
|
1,170
|
|
Consulting
|
1,541
|
|
(b)
|
274
|
|
|
4,493
|
|
(d)
|
746
|
|
||||
Total Operating Segments
|
3,151
|
|
|
503
|
|
|
9,733
|
|
|
1,916
|
|
||||
Corporate / Eliminations
|
(10
|
)
|
|
(58
|
)
|
|
(28
|
)
|
|
(151
|
)
|
||||
Total Consolidated
|
$
|
3,141
|
|
|
$
|
445
|
|
|
$
|
9,705
|
|
|
$
|
1,765
|
|
(a)
|
Includes inter-segment revenue of
$0 million
in both
2015
and
2014
, interest income on fiduciary funds of
$6 million
in both
2015
and
2014
, and equity method income of
$2 million
and
$4 million
in
2015
and
2014
, respectively.
|
(b)
|
Includes inter-segment revenue of
$9 million
in
2015
and
$10 million
in
2014
, interest income on fiduciary funds of
$1 million
in
2015
and
$2 million
in
2014
, and equity method income of
$5 million
in
2015
and
$0 million
in
2014
.
|
(c)
|
Includes inter-segment revenue of
$5 million
and $
3 million
in
2015
and
2014
, respectively, interest income on fiduciary funds of
$16 million
and
$18 million
in
2015
and
2014
, respectively, and equity method income of
$4 million
in
2015
and
$10 million
in
2014
.
|
(d)
|
Includes inter-segment revenue of
$25 million
in both
2015
and
2014
, interest income on fiduciary funds of
$3 million
and
$5 million
in
2015
and
2014
, respectively, and equity method income of
$13 million
in
2015
and
$0 million
in
2014
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
1,322
|
|
|
$
|
1,343
|
|
|
$
|
4,230
|
|
|
$
|
4,295
|
|
Guy Carpenter
|
262
|
|
|
267
|
|
|
907
|
|
|
945
|
|
||||
Total Risk and Insurance Services
|
1,584
|
|
|
1,610
|
|
|
5,137
|
|
|
5,240
|
|
||||
Consulting
|
|
|
|
|
|
|
|
||||||||
Mercer
|
1,090
|
|
|
1,112
|
|
|
3,173
|
|
|
3,244
|
|
||||
Oliver Wyman Group
|
450
|
|
|
429
|
|
|
1,275
|
|
|
1,249
|
|
||||
Total Consulting
|
1,540
|
|
|
1,541
|
|
|
4,448
|
|
|
4,493
|
|
||||
Total Operating Segments
|
3,124
|
|
|
3,151
|
|
|
9,585
|
|
|
9,733
|
|
||||
Corporate
/
Eliminations
|
(9
|
)
|
|
(10
|
)
|
|
(30
|
)
|
|
(28
|
)
|
||||
Total
|
$
|
3,115
|
|
|
$
|
3,141
|
|
|
$
|
9,555
|
|
|
$
|
9,705
|
|
•
|
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 services and products, and specialized management, economic and brand consulting services. We conduct business in this segment through Mercer and Oliver Wyman Group.
|
|
Three Months Ended September 30,
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share figures)
|
2015
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Revenue
|
$
|
3,115
|
|
$
|
3,141
|
|
|
$
|
9,555
|
|
|
$
|
9,705
|
|
Expense:
|
|
|
|
|
|
|
||||||||
Compensation and Benefits
|
1,878
|
|
1,904
|
|
|
5,434
|
|
|
5,619
|
|
||||
Other Operating Expenses
|
776
|
|
792
|
|
|
2,296
|
|
|
2,321
|
|
||||
Operating Expenses
|
2,654
|
|
2,696
|
|
|
7,730
|
|
|
7,940
|
|
||||
Operating Income
|
461
|
|
445
|
|
|
1,825
|
|
|
1,765
|
|
||||
Income from Continuing Operations
|
329
|
|
305
|
|
|
1,256
|
|
|
1,202
|
|
||||
Discontinued Operations, net of tax
|
2
|
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
||||
Net Income Before Non-Controlling Interests
|
331
|
|
304
|
|
|
1,255
|
|
|
1,198
|
|
||||
Net Income Attributable to the Company
|
$
|
323
|
|
$
|
297
|
|
|
$
|
1,224
|
|
|
$
|
1,171
|
|
Income From Continuing Operations Per Share:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.61
|
|
$
|
0.55
|
|
|
$
|
2.29
|
|
|
$
|
2.15
|
|
Diluted
|
$
|
0.60
|
|
$
|
0.54
|
|
|
$
|
2.27
|
|
|
$
|
2.12
|
|
Net Income Per Share Attributable to the Company:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.61
|
|
$
|
0.55
|
|
|
$
|
2.29
|
|
|
$
|
2.14
|
|
Diluted
|
$
|
0.61
|
|
$
|
0.54
|
|
|
$
|
2.27
|
|
|
$
|
2.11
|
|
Average Number of Shares Outstanding:
|
|
|
|
|
|
|
||||||||
Basic
|
528
|
|
544
|
|
|
534
|
|
|
547
|
|
||||
Diluted
|
533
|
|
551
|
|
|
540
|
|
|
554
|
|
||||
Shares Outstanding at September 30
|
522
|
|
542
|
|
|
522
|
|
|
542
|
|
|
Three Months Ended September 30,
|
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
|||||||||||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
1,317
|
|
|
$
|
1,338
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
4
|
%
|
|
2
|
%
|
Guy Carpenter
|
261
|
|
|
266
|
|
|
(2
|
)%
|
|
(4
|
)%
|
|
—
|
|
|
2
|
%
|
||
Subtotal
|
1,578
|
|
|
1,604
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
3
|
%
|
|
2
|
%
|
||
Fiduciary Interest Income
|
6
|
|
|
6
|
|
|
|
|
|
|
|
|
|
||||||
Total Risk and Insurance Services
|
1,584
|
|
|
1,610
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
3
|
%
|
|
2
|
%
|
||
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer
|
1,090
|
|
|
1,112
|
|
|
(2
|
)%
|
|
(8
|
)%
|
|
1
|
%
|
|
5
|
%
|
||
Oliver Wyman Group
|
450
|
|
|
429
|
|
|
5
|
%
|
|
(6
|
)%
|
|
2
|
%
|
|
9
|
%
|
||
Total Consulting
|
1,540
|
|
|
1,541
|
|
|
—
|
|
|
(7
|
)%
|
|
1
|
%
|
|
6
|
%
|
||
Corporate/Eliminations
|
(9
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
$
|
3,115
|
|
|
$
|
3,141
|
|
|
(1
|
)%
|
|
(7
|
)%
|
|
2
|
%
|
|
4
|
%
|
|
Three Months Ended September 30,
|
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
|||||||||||||
Marsh:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA
|
$
|
378
|
|
|
$
|
414
|
|
|
(9
|
)%
|
|
(10
|
)%
|
|
1
|
%
|
|
1
|
%
|
Asia Pacific
|
156
|
|
|
175
|
|
|
(10
|
)%
|
|
(13
|
)%
|
|
2
|
%
|
|
1
|
%
|
||
Latin America
|
86
|
|
|
99
|
|
|
(14
|
)%
|
|
(21
|
)%
|
|
2
|
%
|
|
6
|
%
|
||
Total International
|
620
|
|
|
688
|
|
|
(10
|
)%
|
|
(13
|
)%
|
|
1
|
%
|
|
2
|
%
|
||
U.S. / Canada
|
697
|
|
|
650
|
|
|
7
|
%
|
|
(2
|
)%
|
|
7
|
%
|
|
2
|
%
|
||
Total Marsh
|
$
|
1,317
|
|
|
$
|
1,338
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
4
|
%
|
|
2
|
%
|
Mercer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Health
|
$
|
394
|
|
|
$
|
392
|
|
|
—
|
|
|
(4
|
)%
|
|
(2
|
)%
|
|
6
|
%
|
Retirement
|
317
|
|
|
330
|
|
|
(4
|
)%
|
|
(8
|
)%
|
|
2
|
%
|
|
2
|
%
|
||
Investments
|
202
|
|
|
213
|
|
|
(5
|
)%
|
|
(14
|
)%
|
|
3
|
%
|
|
6
|
%
|
||
Talent
|
177
|
|
|
177
|
|
|
1
|
%
|
|
(8
|
)%
|
|
3
|
%
|
|
6
|
%
|
||
Total Mercer
|
$
|
1,090
|
|
|
$
|
1,112
|
|
|
(2
|
)%
|
|
(8
|
)%
|
|
1
|
%
|
|
5
|
%
|
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.
|
|
Nine Months Ended
September 30, |
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
|||||||||||||
Risk and Insurance Services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh
|
$
|
4,217
|
|
|
$
|
4,280
|
|
|
(1
|
)%
|
|
(7
|
)%
|
|
3
|
%
|
|
3
|
%
|
Guy Carpenter
|
904
|
|
|
942
|
|
|
(4
|
)%
|
|
(4
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
||
Subtotal
|
5,121
|
|
|
5,222
|
|
|
(2
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|
2
|
%
|
||
Fiduciary Interest Income
|
16
|
|
|
18
|
|
|
|
|
|
|
|
|
|
||||||
Total Risk and Insurance Services
|
5,137
|
|
|
5,240
|
|
|
(2
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|
2
|
%
|
||
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer
|
3,173
|
|
|
3,244
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
1
|
%
|
|
4
|
%
|
||
Oliver Wyman Group
|
1,275
|
|
|
1,249
|
|
|
2
|
%
|
|
(6
|
)%
|
|
2
|
%
|
|
6
|
%
|
||
Total Consulting
|
4,448
|
|
|
4,493
|
|
|
(1
|
)%
|
|
(7
|
)%
|
|
1
|
%
|
|
5
|
%
|
||
Corporate/Eliminations
|
(30
|
)
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
$
|
9,555
|
|
|
$
|
9,705
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
2
|
%
|
|
3
|
%
|
|
Nine Months Ended
September 30, |
|
%
Change
GAAP
Revenue
|
|
Components of Revenue Change*
|
||||||||||||||
Currency
Impact
|
|
Acquisitions/
Dispositions
Impact
|
|
Underlying
Revenue
|
|||||||||||||||
(In millions of dollars)
|
2015
|
|
|
2014
|
|
|
|||||||||||||
Marsh:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA
|
$
|
1,380
|
|
|
$
|
1,509
|
|
|
(9
|
)%
|
|
(11
|
)%
|
|
1
|
%
|
|
2
|
%
|
Asia Pacific
|
480
|
|
|
520
|
|
|
(8
|
)%
|
|
(10
|
)%
|
|
1
|
%
|
|
1
|
%
|
||
Latin America
|
262
|
|
|
285
|
|
|
(8
|
)%
|
|
(17
|
)%
|
|
3
|
%
|
|
5
|
%
|
||
Total International
|
2,122
|
|
|
2,314
|
|
|
(8
|
)%
|
|
(11
|
)%
|
|
1
|
%
|
|
2
|
%
|
||
U.S. / Canada
|
2,095
|
|
|
1,966
|
|
|
7
|
%
|
|
(1
|
)%
|
|
5
|
%
|
|
3
|
%
|
||
Total Marsh
|
$
|
4,217
|
|
|
$
|
4,280
|
|
|
(1
|
)%
|
|
(7
|
)%
|
|
3
|
%
|
|
3
|
%
|
Mercer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Health
|
$
|
1,169
|
|
|
$
|
1,173
|
|
|
—
|
|
|
(4
|
)%
|
|
(2
|
)%
|
|
5
|
%
|
Retirement
|
973
|
|
|
1,032
|
|
|
(6
|
)%
|
|
(8
|
)%
|
|
2
|
%
|
|
—
|
|
||
Investments
|
614
|
|
|
622
|
|
|
(1
|
)%
|
|
(12
|
)%
|
|
2
|
%
|
|
9
|
%
|
||
Talent
|
417
|
|
|
417
|
|
|
—
|
|
|
(7
|
)%
|
|
3
|
%
|
|
5
|
%
|
||
Total Mercer
|
$
|
3,173
|
|
|
$
|
3,244
|
|
|
(2
|
)%
|
|
(7
|
)%
|
|
1
|
%
|
|
4
|
%
|
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 Nine Months Ended September 30,
|
Three Months
|
|
Nine Months
|
||||||||||
(In millions of dollars)
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||
Revenue
|
$
|
1,584
|
|
$
|
1,610
|
|
|
$
|
5,137
|
|
$
|
5,240
|
|
Compensation and Benefits
|
926
|
|
960
|
|
|
2,697
|
|
2,844
|
|
||||
Other Expenses
|
433
|
|
421
|
|
|
1,255
|
|
1,226
|
|
||||
Expense
|
1,359
|
|
1,381
|
|
|
3,952
|
|
4,070
|
|
||||
Operating Income
|
$
|
225
|
|
$
|
229
|
|
|
$
|
1,185
|
|
$
|
1,170
|
|
Operating Income Margin
|
14.2
|
%
|
14.2
|
%
|
|
23.1
|
%
|
22.3
|
%
|
For the Three and Nine Months Ended September 30,
|
Three Months
|
|
Nine Months
|
||||||||||
(In millions of dollars)
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||
Revenue
|
$
|
1,540
|
|
$
|
1,541
|
|
|
$
|
4,448
|
|
$
|
4,493
|
|
Compensation and Benefits
|
861
|
|
859
|
|
|
2,475
|
|
2,523
|
|
||||
Other Expenses
|
394
|
|
408
|
|
|
1,192
|
|
1,224
|
|
||||
Expense
|
1,255
|
|
1,267
|
|
|
3,667
|
|
3,747
|
|
||||
Operating Income
|
$
|
285
|
|
$
|
274
|
|
|
$
|
781
|
|
$
|
746
|
|
Operating Income Margin
|
18.5
|
%
|
17.8
|
%
|
|
17.6
|
%
|
16.6
|
%
|
|
|
|
|
|
|
(
In millions of dollars
)
|
Payment due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
|
Within
1 Year
|
|
|
1-3 Years
|
|
|
4-5 Years
|
|
|
After
5 Years
|
|
|||||
Short-term debt
|
$
|
62
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
4,435
|
|
|
—
|
|
|
275
|
|
|
1,076
|
|
|
3,084
|
|
|||||
Interest on long-term debt
|
1,523
|
|
|
166
|
|
|
324
|
|
|
293
|
|
|
740
|
|
|||||
Net operating leases
|
1,980
|
|
|
294
|
|
|
481
|
|
|
364
|
|
|
841
|
|
|||||
Service agreements
|
295
|
|
|
134
|
|
|
122
|
|
|
39
|
|
|
—
|
|
|||||
Other long-term obligations
|
490
|
|
|
142
|
|
|
236
|
|
|
110
|
|
|
2
|
|
|||||
Total
|
$
|
8,785
|
|
|
$
|
798
|
|
|
$
|
1,438
|
|
|
$
|
1,882
|
|
|
$
|
4,667
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
(In millions of dollars)
|
September 30, 2015
|
||
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits
|
$
|
1,330
|
|
Fiduciary cash and investments
|
$
|
4,374
|
|
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
|
|
||
July 1-31, 2015
|
2,851,275
|
|
|
$
|
57.6920
|
|
|
2,851,275
|
|
|
$
|
1,615,975,411
|
|
August 1-31, 2015
|
3,543,671
|
|
|
$
|
55.8933
|
|
|
3,543,671
|
|
|
$
|
1,417,908,052
|
|
September 1-30, 2015
|
3,502,999
|
|
|
$
|
53.5075
|
|
|
3,502,999
|
|
|
$
|
1,230,471,267
|
|
Total
|
9,897,945
|
|
|
$
|
55.5671
|
|
|
9,897,945
|
|
|
$
|
1,230,471,267
|
|
Date:
|
October 29, 2015
|
/s/ J. Michael Bischoff
|
|
|
|
J. Michael Bischoff
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Date:
|
October 29, 2015
|
/s/ Robert J. Rapport
|
|
|
|
Robert J. Rapport
|
|
|
|
Senior Vice President & Controller
|
|
|
|
(Chief Accounting Officer)
|
|
Exhibit No.
|
|
Exhibit Name
|
|
|
|
4.1
|
|
Seventh Supplemental Indenture, dated as of September 14, 2015, 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 filed on September 14, 2015)
|
|
|
|
10.1
|
|
Letter Agreement, dated September 17, 2015, between Marsh & McLennan Companies, Inc. and Mark C. McGivney
|
|
|
|
10.2
|
|
Non-Competition and Non-Solicitation Agreement, dated September 17, 2015, between Marsh & McLennan Companies, Inc. and Mark C. McGivney
|
|
|
|
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
|
|
|
Daniel S. Glaser
President and Chief Executive Officer
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
212 345 4874 Fax 212 345 6676
dan.glaser@mmc.com
www.mmc.com
|
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 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
|
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, 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.
|
Board or Committee Memberships
|
Accounting Advisory Board of the University of Rhode Island College of Business Administration
|
Annual Base Salary
|
$750,000
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Anticipated target bonus of $1,200,000 commencing with the 2016 performance year (awarded in 2017). 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 $1,500,000, commencing with the award made in 2016.
|
/s/ Daniel S. Glaser
|
/s/ Mark C. McGivney
|
Daniel S. Glaser
|
Mark C. McGivney
|
President and Chief Executive Officer
|
|
Marsh & McLennan Companies, Inc.
|
|
|
Nine Months Ended
September 30, 2015 |
Years Ended December 31,
|
|||||||||||||||||||||
|
(Unaudited)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
$
|
1,756
|
|
|
$
|
2,057
|
|
|
$
|
1,973
|
|
|
$
|
1,696
|
|
|
$
|
1,404
|
|
|
$
|
769
|
|
Interest expense
|
117
|
|
|
165
|
|
|
167
|
|
|
181
|
|
|
199
|
|
|
233
|
|
||||||
Portion of rents representative of the interest factor
|
110
|
|
|
131
|
|
|
134
|
|
|
139
|
|
|
143
|
|
|
140
|
|
||||||
|
$
|
1,983
|
|
|
$
|
2,353
|
|
|
$
|
2,274
|
|
|
$
|
2,016
|
|
|
$
|
1,746
|
|
|
$
|
1,142
|
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
117
|
|
|
$
|
165
|
|
|
$
|
167
|
|
|
$
|
181
|
|
|
$
|
199
|
|
|
$
|
233
|
|
Portion of rents representative of the interest factor
|
110
|
|
|
131
|
|
|
134
|
|
|
139
|
|
|
143
|
|
|
140
|
|
||||||
|
$
|
227
|
|
|
$
|
296
|
|
|
$
|
301
|
|
|
$
|
320
|
|
|
$
|
342
|
|
|
$
|
373
|
|
Ratio of Earnings to Fixed Charges
|
8.7
|
|
|
7.9
|
|
|
7.6
|
|
|
6.3
|
|
|
5.1
|
|
|
3.1
|
|
Date:
|
October 29, 2015
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
October 29, 2015
|
|
/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:
|
October 29, 2015
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
October 29, 2015
|
|
/s/ J. Michael Bischoff
|
|
|
|
J. Michael Bischoff
|
|
|
|
Chief Financial Officer
|