MARSH & MCLENNAN COMPANIES, INC. (Form: 10-Q, Received: 08/01/2016 16:48:53)

Weighted Average Amortization Period

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2016

_____________________________________________

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036

(212) 345-5000

_____________________________________________

Commission file number 1-5998

State of Incorporation: Delaware

I.R.S. Employer Identification No. 36-2668272

_____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer x		Accelerated Filer ¨

Non-Accelerated Filer ¨ (Do not check if a smaller reporting company)		Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of July 25, 2016 , there were outstanding 518,237,432 shares of common stock, par value $1.00 per share, of the registrant.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would." Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements.

Factors that could materially affect our future results include, among other things:


•	our ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information;


•	our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster or otherwise;


•	our exposure to potential losses and liabilities, including reputational impact, arising from errors and omissions, breach of fiduciary duty and similar claims against us;


•	our ability to compete effectively and adapt to changes in the competitive environment, including to technological and other types of innovation;


•	the impact of potential changes in global economic, political and market conditions on us, our clients and the industries in which we operate, including the impact of the vote in the UK to exit the EU;


•	the impact of changes in applicable tax laws and regulations, including of the regulations recently proposed by the U.S. Treasury Department;


•	the effect of our global pension obligations on our financial position, earnings and cash flows and the impact of low interest rates on those obligations;


•	our exposure to potential civil remedies or criminal penalties if we fail to comply with U.S. and non-U.S. laws and regulations applicable in the jurisdictions in which we operate;


•	the financial and operational impact of complying with laws and regulations where we operate;


•	the impact of fluctuations in foreign exchange, interest rates and securities markets on our results;


•	the impact on our competitive position of our tax rate relative to our competitors;


•	our ability to incentivize and retain key employees; and


•	the impact of changes in accounting rules or in our accounting estimates or assumptions.

The factors identified above are not exhaustive. We caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

Further information concerning Marsh & McLennan Companies and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		4

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	4

	CONSOLIDATED STATEMENTS OF INCOME	4

	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5

	CONSOLIDATED BALANCE SHEETS	6

	CONSOLIDATED BALANCE SHEETS (Continued)	7

	CONSOLIDATED STATEMENTS OF CASH FLOWS	8

	CONSOLIDATED STATEMENTS OF EQUITY	9

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS	33
	OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	44

ITEM 4.	CONTROLS & PROCEDURES	46

PART II. OTHER INFORMATION		47

ITEM 1.	LEGAL PROCEEDINGS	47

ITEM 1A.	RISK FACTORS	47

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	47

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	48

ITEM 4.	MINE SAFETY DISCLOSURE	48

ITEM 5.	OTHER INFORMATION	48

ITEM 6.	EXHIBITS	48

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share figures)	2016			2015			2016			2015
Revenue	$	3,376		$	3,225		$	6,712		$	6,440
Expense:
Compensation and benefits	1,872			1,826			3,726			3,556
Other operating expenses	778			770			1,527			1,520
Operating expenses	2,650			2,596			5,253			5,076
Operating income	726			629			1,459			1,364
Interest income	2			3			4			6
Interest expense	(48		)	(40		)	(94		)	(76		)
Investment income (loss)	1			3			(2		)	5
Income before income taxes	681			595			1,367			1,299
Income tax expense	201			166			397			372
Income from continuing operations	480			429			970			927
Discontinued operations, net of tax	—			—			—			(3		)
Net income before non-controlling interests	480			429			970			924
Less: Net income attributable to non-controlling interests	8			10			17			23
Net income attributable to the Company	$	472		$	419		$	953		$	901
Basic net income per share – Continuing operations	$	0.91		$	0.78		$	1.83		$	1.68
– Net income attributable to the Company	$	0.91		$	0.78		$	1.83		$	1.68
Diluted net income per share – Continuing operations	$	0.90		$	0.77		$	1.81		$	1.66
– Net income attributable to the Company	$	0.90		$	0.77		$	1.81		$	1.66
Average number of shares outstanding – Basic	521			535			521			537
– Diluted	525			541			526			543
Shares outstanding at June 30,	519			531			519			531

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2016			2015			2016			2015
Net income before non-controlling interests	$	480		$	429		$	970		$	924
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments	(334		)	246			(321		)	(180		)
Gain (loss) related to pension/post-retirement plans	163			(83		)	301			153
Other comprehensive (loss) income, before tax	(171		)	163			(20		)	(27		)
Income tax expense (credit) on other comprehensive income	33			(4		)	61			49
Other comprehensive (loss) income, net of tax	(204		)	167			(81		)	(76		)
Comprehensive income	276			596			889			848
Less: comprehensive income attributable to non-controlling interest	8			10			17			23
Comprehensive income attributable to the Company	$	268		$	586		$	872		$	825

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



(In millions, except share and per share figures)	June 30, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	974		$	1,374
Receivables
Commissions and fees	3,473			3,198
Advanced premiums and claims	47			51
Other	287			309
	3,807			3,558
Less-allowance for doubtful accounts and cancellations	(86		)	(87		)
Net receivables	3,721			3,471
Other current assets	235			199
Total current assets	4,930			5,044
Goodwill	7,945			7,889
Other intangible assets	955			1,036
Fixed assets (net of accumulated depreciation and amortization of $1,666 at June 30, 2016 and $1,621 at December 31, 2015)	736			773
Pension related assets	1,197			1,159
Deferred tax assets	1,093			1,138
Other assets	1,220			1,177
	$	18,076		$	18,216

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Unaudited)



(In millions, except share and per share figures)	June 30, 2016			December 31, 2015
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	261		$	12
Accounts payable and accrued liabilities	1,868			1,886
Accrued compensation and employee benefits	1,015			1,656
Accrued income taxes	182			154
Dividends payable	178			—
Total current liabilities	3,504			3,708
Fiduciary liabilities	4,538			4,146
Less – cash and investments held in a fiduciary capacity	(4,538		)	(4,146		)
	—			—
Long-term debt	4,496			4,402
Pension, post-retirement and post-employment benefits	2,004			2,058
Liabilities for errors and omissions	322			318
Other liabilities	1,045			1,128
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, 2016
and December 31, 2015	561			561
Additional paid-in capital	789			861
Retained earnings	11,751			11,302
Accumulated other comprehensive loss	(4,301		)	(4,220		)
Non-controlling interests	81			89
	8,881			8,593
Less – treasury shares, at cost, 41,593,434 shares at June 30, 2016
and 38,743,686 shares at December 31, 2015	(2,176		)	(1,991		)
Total equity	6,705			6,602
	$	18,076		$	18,216

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



For the Six Months Ended June 30,
(In millions)	2016			2015
Operating cash flows:
Net income before non-controlling interests	$	970		$	924
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization of fixed assets and capitalized software	154			156
Amortization of intangible assets	67			48
Adjustments and payments related to contingent consideration liability	(8		)	—
Gain on deconsolidation of subsidiary	(12		)	—
Provision for deferred income taxes	48			90
Loss (gain) on investments	2			(2		)
Loss on disposition of assets	3			1
Share-based compensation expense	58			46
Changes in assets and liabilities:
Net receivables	(280		)	(274		)
Other current assets	(37		)	(6		)
Other assets	(1		)	(15		)
Accounts payable and accrued liabilities	(24		)	(75		)
Accrued compensation and employee benefits	(645		)	(659		)
Accrued income taxes	35			37
Contributions to pension and other benefit plans in excess of current year expense/credit	(139		)	(149		)
Other liabilities	(10		)	(59		)
Effect of exchange rate changes	48			49
Net cash provided by operations	229			112
Financing cash flows:
Purchase of treasury shares	(410		)	(775		)
Net increase in commercial paper	—			50
Proceeds from debt	347			494
Repayments of debt	(6		)	(5		)
Shares withheld for taxes on vested units – treasury shares	(38		)	(48		)
Issuance of common stock from treasury shares	131			147
Payments of deferred and contingent consideration for acquisitions	(63		)	(40		)
Distributions of non-controlling interests	(11		)	(15		)
Dividends paid	(326		)	(302		)
Net cash used for financing activities	(376		)	(494		)
Investing cash flows:
Capital expenditures	(114		)	(176		)
Net purchases of long-term investments	(4		)	(90		)
Proceeds from sales of fixed assets	1			1
Acquisitions	(77		)	(260		)
Other, net	4			(3		)
Net cash used for investing activities	(190		)	(528		)
Effect of exchange rate changes on cash and cash equivalents	(63		)	(118		)
Decrease in cash and cash equivalents	(400		)	(1,028		)
Cash and cash equivalents at beginning of period	1,374			1,958
Cash and cash equivalents at end of period	$	974		$	930

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)



For the Six Months Ended June 30,
(In millions, except per share figures)	2016			2015
COMMON STOCK
Balance, beginning and end of period	$	561		$	561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year	$	861		$	930
Change in accrued stock compensation costs	(10		)	(19		)
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact	(62		)	(69		)
Balance, end of period	$	789		$	842
RETAINED EARNINGS
Balance, beginning of year	$	11,302		$	10,335
Net income attributable to the Company	953			901
Dividend equivalents declared – (per share amounts: $0.96 in 2016 and $0.87 in 2015)	(4		)	(2		)
Dividends declared – (per share amounts: $0.96 in 2016 and $0.87 in 2015)	(500		)	(466		)
Balance, end of period	$	11,751		$	10,768
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year	$	(4,220	)	$	(3,847	)
Other comprehensive loss, net of tax	(81		)	(76		)
Balance, end of period	$	(4,301	)	$	(3,923	)
TREASURY SHARES
Balance, beginning of year	$	(1,991	)	$	(925	)
Issuance of shares under stock compensation plans and employee stock purchase plans	225			235
Purchase of treasury shares	(410		)	(775		)
Balance, end of period	$	(2,176	)	$	(1,465	)
NON-CONTROLLING INTERESTS
Balance, beginning of year	$	89		$	79
Net income attributable to non-controlling interests	17			23
Deconsolidation of subsidiary	(14		)	—
Distributions and other changes	(11		)	(13		)
Balance, end of period	$	81		$	89
TOTAL EQUITY	$	6,705		$	6,872

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Operations

Marsh & McLennan Companies, Inc. (the "Company"), a global professional services firm, is organized based on the different services that it offers. Under this organizational structure, the Company’s two business segments are Risk and Insurance Services and Consulting.

The Risk and Insurance Services segment provides risk management activities and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter.

The Company conducts business in its Consulting segment through two main business groups. Mercer provides consulting expertise, advice, services and solutions in the areas of health, retirement, talent and investments. Within the investments business, Mercer provides delegated investment (fiduciary management) solutions to institutional investors (such as retirement plan sponsors and trustees) and to individual investors (primarily through the inclusion of funds managed by Mercer on defined contribution and wealth management platforms). As of June 30, 2016 , Mercer had assets under management of $146 billion worldwide. Oliver Wyman Group provides specialized management and economic and brand consulting services.

Acquisitions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 7 to the consolidated financial statements.

2. Principles of Consolidation and Other Matters

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the " 2015 Form 10-K").

The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three- and six-month periods ended June 30, 2016 and 2015 .

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. The Company is required to maintain operating funds of approximately $188 million , primarily related to regulatory requirements outside the U.S. or as collateral under captive insurance arrangements.

Investments

The Company holds investments in private companies and private equity funds. Investments in private equity funds are accounted for under the equity method of accounting using a consistently applied three -month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains or losses for its proportionate share of the change in fair value of the funds. Investments using the equity method of accounting are included in other assets in the consolidated balance sheets.

million in the second quarter of 2016 compared to a net investment income of $3 million for the same period in 2015, and recorded an investment loss of $2 million compared to net investment income of $5 million for the six months ended June 30, 2016 and 2015 , respectively.

Income Taxes

The Company's effective tax rate in the second quarter of 2016 was 29.5% compared with 27.9% in the second quarter of 2015 . The effective tax rate for the first six months of 2016 and 2015 was 29.0% and 28.6% , respectively. These rates reflect non-U.S. income taxed at rates below the U.S. statutory rate, including the effect of repatriation as well as the impact of discrete items such as changes in tax legislation and valuation allowances.

The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits decreased from

$74 million at December 31, 2015 to $70 million at June 30, 2016 . It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $7 million within the next twelve months due to settlements of audits and expirations of statutes of limitation.

3. Fiduciary Assets and Liabilities

In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $6 million and $5 million for the three months ended June 30, 2016 and 2015 , respectively, and $12 million and $10 million for the six months ended June 30, 2016 and 2015 , respectively. The Consulting segment recorded fiduciary interest income of less than $1 million and $1 million for the three months ended June 30, 2016 and 2015 , respectively, and $1 million and $2 million for the six months ended June 30, 2016 and 2015 , respectively. Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities.

Net uncollected premiums and claims and the related payables amounted to $7.8 billion at June 30, 2016 and $6.9 billion at December 31, 2015 . The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Net uncollected premiums and claims and the related payables are, therefore, not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.

4. Per Share Data

Basic net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income attributable to common shares by the weighted average number of outstanding shares of the Company’s common stock.

Diluted net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income attributable to common shares by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares. Reconciliations of the applicable income components used for diluted EPS - Continuing operations and basic weighted average common shares outstanding to diluted weighted average common shares outstanding are presented below. The reconciling items related to the calculation of diluted weighted average common shares outstanding are the same for net income attributable to the Company.



Basic and Diluted EPS Calculation - Continuing Operations	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2016		2015		2016		2015
Net income from continuing operations	$	480	$	429	$	970	$	927
Less: Net income attributable to non-controlling interests	8		10		17		23
	$	472	$	419	$	953	$	904
Basic weighted average common shares outstanding	521		535		521		537
Dilutive effect of potentially issuable common shares	4		6		5		6
Diluted weighted average common shares outstanding	525		541		526		543
Average stock price used to calculate common stock equivalents	$	64.17	$	57.75	$	60.01	$	57.06

There were 13.9 million and 16.2 million stock options outstanding as of June 30, 2016 and 2015 , respectively.

5. Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the six -month periods ended June 30, 2016 and 2015 .



(In millions of dollars)	2016			2015
Assets acquired, excluding cash	$	107		$	338
Liabilities assumed	(4		)	(12		)
Contingent/deferred purchase consideration	(26		)	(95		)
Net cash outflow for current year acquisitions	$	77		$	231
Cash paid into escrow for future acquisition	—			29
Net cash outflow for acquisitions	$	77		$	260



(In millions of dollars)	2016		2015
Interest paid	$	86	$	69
Income taxes paid, net of refunds	$	303	$	223

The Company paid deferred and contingent consideration of $63 million for the six months ended June 30, 2016 . This consisted of deferred purchase consideration related to prior years' acquisitions of $39 million and contingent consideration of $24 million . For the six months ended June 30, 2015, the Company paid deferred and contingent consideration of $39 million , consisting of deferred purchase consideration related to prior years' acquisitions of $28 million and contingent consideration of $11 million . These amounts are included in the consolidated statements of cash flows as a financing activity.

For the six months ended June 30, 2016 , the Company recorded a net charge for adjustments related to acquisition related accounts of $18 million and contingent consideration payments of $26 million . For the six months ended June 30, 2015, the Company recorded a net charge for adjustments related to acquisition related accounts of $21 million and contingent consideration payments of $21 million . These amounts are included in the operating section of the consolidated statements of cash flows.

The Company had non-cash issuances of common stock under its share-based payment plan of $70 million and $67 million for the six months ended June 30, 2016 and 2015 , respectively. The Company recorded stock-based compensation expense related to equity awards of $43 million and $33 million for the six-month periods ended June 30, 2016 and 2015 , respectively.

The consolidated statement of cash flows includes the cash flow impact of discontinued operations related to indemnification payments from the Putnam disposition that reduced the net cash flow provided by operations by $82 million for the six months ended June 30, 2015.

6. Other Comprehensive Income (Loss)

The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three and six -month periods ended June 30, 2016 and 2015 , including amounts reclassified out of AOCI, are as follows:



(In millions of dollars)	Unrealized Investment Gains		Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of April 1, 2016	$	6	$	(3,014	)	$	(1,089	)	$	(4,097	)
Other comprehensive income (loss) before reclassifications	—		98			(333		)	(235		)
Amounts reclassified from accumulated other comprehensive income	—		31			—			31
Net current period other comprehensive income (loss)	—		129			(333		)	(204		)
Balance as of June 30, 2016	$	6	$	(2,885	)	$	(1,422	)	$	(4,301	)



(In millions of dollars)	Unrealized Investment Gains		Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of April 1, 2015	$	5	$	(3,213	)	$	(882	)	$	(4,090	)
Other comprehensive income (loss) before reclassifications	—		(126		)	243			117
Amounts reclassified from accumulated other comprehensive income	—		50			—			50
Net current period other comprehensive income (loss)	—		(76		)	243			167
Balance as of June 30, 2015	$	5	$	(3,289	)	$	(639	)	$	(3,923	)



(In millions of dollars)	Unrealized Investment Gains		Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Adjustments			Total Gains (Losses)
Balance as of January 1, 2016	$	6	$	(3,124	)	$	(1,102	)	$	(4,220	)
Other comprehensive income (loss) before reclassifications	—		178			(320		)	(142		)
Amounts reclassified from accumulated other comprehensive income	—		61			—			61
Net current period other comprehensive income (loss)	—		239			(320		)	(81		)
Balance as of June 30, 2016	$	6	$	(2,885	)	$	(1,422	)	$	(4,301	)



(In millions of dollars)	Unrealized Investment Gains		Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Adjustments			Total Gains (Losses)
Balance as of January 1, 2015	$	5	$	(3,393	)	$	(459	)	$	(3,847	)
Other comprehensive income (loss) before reclassifications	—		2			(180		)	(178		)
Amounts reclassified from accumulated other comprehensive income	—		102			—			102
Net current period other comprehensive income (loss)	—		104			(180		)	(76		)
Balance as of June 30, 2015	$	5	$	(3,289	)	$	(639	)	$	(3,923	)

The components of other comprehensive income (loss) for the three- and six -month periods ended June 30, 2016 and 2015 are as follows:



Three Months Ended June 30,	2016									2015
(In millions of dollars)	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax (Credit)			Net of Tax
Foreign currency translation adjustments	$	(334	)	$	(1	)	$	(333	)	$	246		$	3		$	243
Pension/post-retirement plans:
Amortization of losses included in net periodic pension cost:
Net actuarial losses (a)	43			12			31			76			26			50
Subtotal	43			12			31			76			26			50
Effect of remeasurement	—			—			—			1			—			1
Effect of curtailment	3			1			2			—			—			—
Effect of settlement	—			—			—			1			—			1
Foreign currency translation gains (losses)	116			21			95			(161		)	(33		)	(128		)
Other	1			—			1			—			—			—
Pension/post-retirement plans gains (losses)	163			34			129			(83		)	(7		)	(76		)
Other comprehensive (loss) income	$	(171	)	$	33		$	(204	)	$	163		$	(4	)	$	167
(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Income tax credits on prior service losses and net actuarial losses are included in income tax expense.



Six Months Ended June 30,	2016									2015
(In millions of dollars)	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax (Credit)			Net of Tax
Foreign currency translation adjustments	$	(321	)	$	(1	)	$	(320	)	$	(180	)	$	—		$	(180	)
Pension/post-retirement plans:
Amortization of losses included in net periodic pension cost:
Prior service losses (a)	1			—			1			—			—			—
Net actuarial losses (a)	84			24			60			153			51			102
Subtotal	85			24			61			153			51			102
Effect of remeasurement	(1		)	—			(1		)	(3		)	(1		)	(2		)
Effect of curtailment	3			1			2			—			—			—
Effect of settlement	1			—			1			1			—			1
Plan Termination	—			—			—			(6		)	(2		)	(4		)
Foreign currency translation gains	213			37			176			8			1			7
Pension/post-retirement plans gains	301			62			239			153			49			104
Other comprehensive (loss) income	$	(20	)	$	61		$	(81	)	$	(27	)	$	49		$	(76	)
(a) Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense.

7. Acquisitions

The Risk and Insurance Services segment completed three acquisitions during the first six months of 2016.


•	February – Marsh & McLennan Agency ("MMA") acquired The Celedinas Agency, Inc., a Florida-based brokerage firm providing property and casualty and marine insurance as well as employee benefits services to businesses and individuals, and Aviation Solutions, LLC, a Missouri-based aviation risk advisor and insurance broker.


•	March – MMA acquired Corporate Consulting Services, Ltd., a New York-based insurance brokerage and human resource consulting firm.

The Consulting segment completed two acquisitions during the first six months of 2016.


•	January – Mercer acquired The Positive Ageing Company Limited, a U.K.-based firm providing advice on issues surrounding the aging workforce.


•	April – Mercer acquired the Extratextual software system and related client contracts. Extratextual is a web based compliance system that helps clients manage and meet their compliance and risk management obligations.

Total purchase consideration for acquisitions made during the first six months of 2016 was $105 million , which consisted of cash paid of $79 million and deferred purchase and estimated contingent consideration of $26 million . Contingent consideration arrangements are based primarily on EBITDA and revenue targets over a period of 3 years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $39 million of deferred purchase consideration and $50 million of contingent consideration related to acquisitions made in prior years.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2016 based on their fair values:



For the Six Months Ended June 30, 2016
(In millions of dollars)
Cash	$	79
Estimated fair value of deferred/contingent consideration	26
Total Consideration	$	105
Allocation of purchase price:
Cash and cash equivalents	$	2
Accounts receivable, net	1
Property, plant, and equipment	1
Other intangible assets	43
Goodwill	62
Total assets acquired	109
Current liabilities	2
Other liabilities	2
Total liabilities assumed	4
Net assets acquired	$	105

Other intangible assets acquired are based on initial estimates and subject to change based on final valuations during the measurement period after the acquisition date. The following chart provides information of other intangible assets acquired during 2016:

(a) Primarily non-compete agreements, trade names and developed technology.

Prior-Year Acquisitions

The Risk and Insurance Services segment completed thirteen acquisitions during 2015.


•	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.


•	October – MMA acquired Dawson Insurance Agency, a North Dakota-based agency providing commercial and personal insurance, surety bonds, safety and loss control programs, and employee benefits services.


•	December – Marsh acquired Jelf Group, PLC, a U.K.-based insurance broking and financial consulting firm.

The Consulting segment completed eight acquisitions during 2015.


•	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.


•	November – Mercer acquired HR Business Solutions (Asia) Limited, a Hong Kong-based compensation and employee benefits consulting firm, and Gama Consultores Associados Ltda, a Brazil-based retirement consulting firm.


•	December – Mercer acquired CPSG Partners, a Workday Services partner assisting clients worldwide to maximize the value of Workday Financial Management and Human Capital Management.

Total purchase consideration for acquisitions made during the first six months of 2015 was $331 million , which consisted of cash paid of $236 million and deferred purchase and estimated contingent consideration of $95 million . Contingent consideration arrangements are primarily based on EBITDA and revenue targets over two to four years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. In the first six months of 2015, the Company also paid $28 million of deferred purchase consideration and $33 million of contingent consideration related to acquisitions made in prior years. In addition, the Company purchased other intangible assets in the amount of $3 million .

Pro-Forma Information

While the Company does not believe its acquisitions in the aggregate are material, the following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2016 and 2015. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2015 and reflects acquisitions made in 2015 as if they occurred on January 1, 2014. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2016		2015		2016		2015
Revenue	$	3,376	$	3,328	$	6,721	$	6,658
Income from continuing operations	$	480	$	441	$	973	$	949
Net income attributable to the Company	$	472	$	431	$	955	$	922
Basic net income per share:
– Continuing operations	$	0.91	$	0.80	$	1.83	$	1.72
– Net income attributable to the Company	$	0.91	$	0.81	$	1.83	$	1.72
Diluted net income per share:
– Continuing operations	$	0.90	$	0.80	$	1.82	$	1.70
– Net income attributable to the Company	$	0.90	$	0.80	$	1.82	$	1.70

The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the six -month period ended June 30, 2016 includes approximately $9 million of revenue and $2 million of operating income related to acquisitions made in 2016 .

8. Goodwill and Other Intangibles

The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, the Company assesses qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. The Company considered numerous factors, which included that the fair value of each reporting unit exceeded its carrying value by a substantial margin in its most recent estimate of reporting unit fair values, whether significant acquisitions or dispositions occurred which might alter the fair value of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values, industry and market conditions, and the year-over-year change in the Company’s share price. The Company completed its qualitative assessment in the third quarter of 2015 and concluded that a two-step goodwill impairment test was not required in 2015 and that goodwill was not impaired.

Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature.

Changes in the carrying amount of goodwill are as follows:



June 30,
(In millions of dollars)	2016			2015
Balance as of January 1, as reported	$	7,889		$	7,241
Goodwill acquired	62			188
Other adjustments ^(a)	(6		)	(48		)
Balance at June 30,	$	7,945		$	7,381


^(a)	Primarily reflects the impact of foreign exchange in each period.

Goodwill allocable to the Company’s reportable segments at June 30, 2016 is as follows: Risk & Insurance Services, $5.6 billion and Consulting, $2.3 billion .

The gross cost and accumulated amortization at June 30, 2016 and December 31, 2015 are as follows:



	June 30, 2016						December 31, 2015
(In millions of dollars)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Client Relationships	$	1,229	$	359	$	870	$	1,281	$	347	$	934
Other (a)	150		65		85		176		74		102
Amortized intangibles	$	1,379	$	424	$	955	$	1,457	$	421	$	1,036

(a) Primarily non-compete agreements, trade names and developed technology.

Aggregate amortization expense for the six months ended June 30, 2016 and 2015 was $67 million and $48 million , respectively. The estimated future aggregate amortization expense is as follows:



For the Years Ending December 31,
(In millions of dollars)	Estimated Expense
2016 (excludes amortization through June 30, 2016)	$	66
2017	120
2018	117
2019	114
2020	95
Subsequent years	443
	$	955

9. Fair Value Measurements

Fair Value Hierarchy

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the Financial Accounting Standards Board ("FASB"). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:


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).

Assets and liabilities utilizing Level 1 inputs include exchange-traded mutual funds and money market 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).

The Company does not have any assets or liabilities that utilize Level 2 inputs.

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).

Liabilities utilizing Level 3 inputs include liabilities for contingent purchase consideration.

Valuation Techniques

Equity Securities, Money Market Funds and Mutual Funds – Level 1

Investments for which market quotations are readily available are valued at the sale price on their principal exchange, or official closing bid price for certain markets. The money market funds are valued using a valuation technique that results in price per share at $1.00 .

Contingent Consideration Liability – Level 3

Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. Contingent consideration arrangements are primarily based on meeting EBITDA and revenue targets over periods from two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows resulting from the projected revenue and earnings of the acquired entities.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 .



	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions of dollars)	06/30/16		12/31/15		06/30/16		12/31/15		06/30/16		12/31/15		06/30/16		12/31/15
Assets:
Financial instruments owned:
Mutual funds ^(a)	$	133	$	142	$	—	$	—	$	—	$	—	$	133	$	142
Money market funds ^(b)	43		140		—		—		—		—		43		140
Total assets measured at fair value	$	176	$	282	$	—	$	—	$	—	$	—	$	176	$	282
Fiduciary Assets:
Money market funds	$	27	$	48	$	—	$	—	$	—	$	—	$	27	$	48
Total fiduciary assets measured at fair value	$	27	$	48	$	—	$	—	$	—	$	—	$	27	$	48
Liabilities:
Contingent purchase consideration liability ^(c)	$	—	$	—	$	—	$	—	$	279	$	309	$	279	$	309
Total liabilities measured at fair value	$	—	$	—	$	—	$	—	$	279	$	309	$	279	$	309


^(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.

During the six -month period ended June 30, 2016 , there were no assets or liabilities that were transferred between any of the levels.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of June 30, 2016 and 2015 that represent contingent consideration related to acquisitions:



(In millions of dollars)	2016			2015
Balance at January 1,	$	309		$	207
Additions	8			49
Payments	(50		)	(33		)
Revaluation Impact	18			21
Other ^(a)	(6		)	—
Balance at June 30,	$	279		$	244

^(a) Primarily reflects the impact of foreign exchange.

The fair value of the contingent purchase consideration liability is based on projections of revenue and earnings for the acquired entities that are reassessed on a quarterly basis. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net increase in the estimated fair value of such liabilities for prior-period acquisitions of $18 million in the six -month period ended June 30, 2016 . A 5% increase in the above mentioned projections would increase the liability by approximately $26 million . A 5% decrease in the above mentioned projections would decrease the liability by approximately $45 million .

Long-Term Investments

The Company holds investments in certain private companies, public companies and private equity investments that are accounted for using the equity method of accounting. The carrying value of these investments amounted to $377 million and $347 million at June 30, 2016 and December 31, 2015 , respectively.

Private Equity Investments

The Company's investments in private equity funds were $81 million and $76 million at June 30, 2016 and December 31, 2015 , respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains/losses for its proportionate share of the change in fair value of the funds. These investments would be classified as Level 3 in the fair value hierarchy and are included in other assets in the consolidated balance sheets.

Investments in Public Companies

Alexander Forbes : The Company owns approximately 33% of the common stock of Alexander Forbes, a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. As of June 30, 2016 , the carrying value of the Company’s investment in Alexander Forbes was approximately $235 million . As of June 30, 2016 , the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the June 30, 2016 closing share price of 6.50 South African Rand per share, was approximately $190 million . During 2015, the share price of Alexander Forbes ranged from 5.32 Rand to 10.38 Rand. The trading price of the Company's shares of Alexander Forbes first dropped below the purchase price in November 2015. During the first six months of 2016, the shares closed between 4.61 Rand (in late January) to 7.16 Rand (in early May), with trades as high as 7.63 Rand. The Company considered several factors related to its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. As a result, the Company has determined the investment is not impaired as of June 30, 2016.

The Company’s investment in Alexander Forbes and its other equity investments in private companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated income statements and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments on a one quarter lag basis.

Benefitfocus : On February 24, 2015, Mercer purchased shares of common stock of Benefitfocus (NASDAQ:BNFT) constituting approximately 9.9% of BNFT's outstanding capital stock as of the acquisition date. The purchase price

for the BNFT shares and certain other rights and other consideration was approximately $75 million . The Company has elected to account for this investment under the cost method of accounting as the shares purchased are categorized as restricted and cannot be sold for an extended period. Effective January 1, 2017, these shares will be accounted for as available for sale securities, classified as Level 2 in the fair value hierarchy and included in other assets in the consolidated balance sheets. The value of the BNFT shares based on the closing price on the NASDAQ as of June 30, 2016 and without regard to the restrictions on sale was approximately $107 million .

Deconsolidation of a Subsidiary

Marsh operates in India through Marsh India Insurance Brokers Limited (Marsh India), which is owned 26% by Marsh and 74% by local shareholders. Prior to the second quarter, under the terms of its shareholders’ agreement with the local shareholders, Marsh had a controlling financial interest in Marsh India and its results were consolidated under US GAAP. Under the recently adopted Insurance Laws (Amendment) Act, 2015 of India and related regulations issued by the Indian Insurance Regulatory and Development Authority, Indian insurance companies (including insurance intermediaries and brokers like Marsh India) must now be controlled by Indian promoters or Indian investors.

In the second quarter, the shareholders’ agreement between the shareholders of Marsh India was amended to comply with these new regulations, which resulted in Marsh no longer having a controlling financial interest under US GAAP. In accordance with US GAAP, the Company was required to deconsolidate Marsh India and recognize its interest in Marsh India at fair value, with the difference between the carrying value and fair value recognized in earnings. The Company estimated the fair value of its interest in Marsh India, primarily using a discounted cash flow approach, which considered various cash flow scenarios and a discount rate appropriate for the investment. Certain provisions relating to restrictions on sales and repurchase of shares of Marsh India owned by its employees were also required to be removed by the new regulations. As a result, the deferred compensation expense related to those shares was accelerated in the second quarter. The net gain on the Company’s pre-tax income as a result of these changes was approximately $12 million , which is included in revenue. Going forward, the Company’s investment in Marsh India will be accounted for using the equity method of accounting.

10. Retirement Benefits

The Company maintains qualified and non-qualified defined benefit pension plans for some of its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans.

The target asset allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income and at June 30, 2016 , the actual allocation for the Company's U.S. Plan was 62% equities and equity alternatives and 38% fixed income. The target asset allocation for the Company's U.K. Plans, which comprise approximately 83% of non-U.S. Plan assets, is 48% equities and equity alternatives and 52% fixed income. At June 30, 2016 , the actual allocation for the U.K. Plans was 46% equities and equity alternatives and 54% fixed income. The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company generally uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.

The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:



Combined U.S. and significant non-U.S. Plans	Pension						Post-retirement
For the Three Months Ended June 30,	Benefits						Benefits
(In millions of dollars)	2016			2015			2016			2015
Service cost	$	46		$	50		$	—		$	1
Interest cost	138			146			1			2
Expected return on plan assets	(242		)	(243		)	—			—
Amortization of prior service (credit) cost	(1		)	—			1			1
Recognized actuarial loss (gain)	42			78			—			(1		)
Net periodic benefit (credit) cost	$	(17	)	$	31		$	2		$	3
Curtailment gain	(5		)	—			—			—
Settlement loss	1			—			—			—
Total (credit) cost	$	(21	)	$	31		$	2		$	3

Combined U.S. and significant non-U.S. Plans	Pension						Post-retirement
For the Six Months Ended June 30,	Benefits						Benefits
(In millions of dollars)	2016			2015			2016			2015
Service cost	$	90		$	102		$	—		$	2
Interest cost	275			292			3			4
Expected return on plan assets	(483		)	(486		)	—			—
Amortization of prior service (credit) cost	(1		)	—			2			1
Recognized actuarial loss (gain)	84			154			(1		)	(1		)
Net periodic benefit (credit) cost	$	(35	)	$	62		$	4		$	6
Curtailment gain	(5		)	—			—			—
Settlement loss	1			—			—			—
Plan termination	—			—			—			(128		)
Total (credit) cost	$	(39	)	$	62		$	4		$	(122	)


U.S. Plans only	Pension						Post-retirement
For the Three Months Ended June 30,	Benefits						Benefits
(In millions of dollars)	2016			2015			2016			2015
Service cost	$	27		$	29		$	—		$	—
Interest cost	66			63			—			1
Expected return on plan assets	(95		)	(92		)	—			—
Amortization of prior service cost	—			—			1			1
Recognized actuarial loss (gain)	18			46			—			(1		)
Net periodic benefit cost	$	16		$	46		$	1		$	1
Plan termination	—			—			—			—
Total cost	$	16		$	46		$	1		$	1



U.S. Plans only	Pension						Post-retirement
For the Six Months Ended June 30,	Benefits						Benefits
(In millions of dollars)	2016			2015			2016			2015
Service cost	$	53		$	59		$	—		$	1
Interest cost	132			125			1			2
Expected return on plan assets	(190		)	(184		)	—			—
Amortization of prior service cost	—			—			2			1
Recognized actuarial loss (gain)	36			91			(1		)	(1		)
Net periodic benefit cost	$	31		$	91		$	2		$	3
Plan termination	—			—			—			(128		)
Total cost (credit)	$	31		$	91		$	2		$	(125	)

Effective September 1, 2015, the Company divided its U.S. qualified defined benefit plan to provide enhanced flexibility and better manage the risks. The existing plan was amended to cover only the retirees currently receiving benefits and terminated vested participants as of August 1, 2015. The Company's active participants as of that date were transferred into a newly established, legally separate qualified defined benefit plan. The benefits offered to the plans’ participants were unchanged. As a result of the plan amendment and establishment of the new plan, the Company re-measured the assets and liabilities of the two plans as required under U.S. GAAP, based on assumptions and market conditions at the amendment date. The net periodic pension expense recognized in 2016 reflects the impact of the amendment discussed above.

In March 2015, the Company amended its U.S. Post-65 retiree medical reimbursement plan (the "RRA plan"), resulting in its termination, with benefits to certain participants to be paid through December 31, 2016. As a result of the termination of the RRA plan, the Company recognized a net credit of approximately $125 million in the first quarter of 2015.



Significant non-U.S. Plans only	Pension						Post-retirement
For the Three Months Ended June 30,	Benefits						Benefits
(In millions of dollars)	2016			2015			2016		2015
Service cost	$	19		$	21		$	—	$	1
Interest cost	72			83			1		1
Expected return on plan assets	(147		)	(151		)	—		—
Amortization of prior service credit	(1		)	—			—		—
Recognized actuarial loss	24			32			—		—
Net periodic benefit (credit) cost	$	(33	)	$	(15	)	$	1	$	2
Curtailment (gain)	(5		)	—			—		—
Settlement loss	1			—			—		—
Total (credit) cost	$	(37	)	$	(15	)	$	1	$	2



Significant non-U.S. Plans only	Pension						Post-retirement
For the Six Months Ended June 30,	Benefits						Benefits
(In millions of dollars)	2016			2015			2016		2015
Service cost	$	37		$	43		$	—	$	1
Interest cost	143			167			2		2
Expected return on plan assets	(293		)	(302		)	—		—
Amortization of prior service credit	(1		)	—			—		—
Recognized actuarial loss	48			63			—		—
Net periodic benefit (credit) cost	$	(66	)	$	(29	)	$	2	$	3
Curtailment gain	(5		)	—			—		—
Settlement loss	1			—			—		—
Total (credit) cost	$	(70	)	$	(29	)	$	2	$	3

Effective August 1, 2015, the Company amended its Ireland defined benefit pension plans to close those plans to future benefit accruals and replaced those plans with a defined contribution arrangement. The Company re-measured the assets and liabilities of the plans, based on assumptions and market conditions on the amendment date. The net periodic pension costs recognized in 2016 reflect the impact of the amendment discussed above.

The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:



Combined U.S. and significant non-U.S. Plans	Pension Benefits				Post-retirement Benefits
June 30,	2016		2015		2016		2015
Weighted average assumptions:
Expected return on plan assets	7.07	%	7.25	%	—		—
Discount rate	4.11	%	3.79	%	4.12	%	4.08	%
Rate of compensation increase	2.44	%	2.42	%	—		—

The Company made approximately $103 million of contributions to its U.S. and non-U.S. defined benefit plans in the first six months of 2016 . The Company expects to contribute approximately $114 million to its non-qualified U.S. pension and non-U.S. pension plans during the remainder of 2016 .

11. Debt

The Company’s outstanding debt is as follows:



(In millions of dollars)	June 30, 2016		December 31, 2015
Short-term:
Current portion of long-term debt	$	261	$	12
Long-term:
Senior notes – 2.30% due 2017	250		249
Senior notes – 2.55% due 2018	249		249
Senior notes – 2.35% due 2019	298		298
Senior notes – 2.35% due 2020	497		496
Senior notes – 4.80% due 2021	498		497
Senior notes – 3.30% due 2023	347		—
Senior notes – 4.05% due 2023	248		248
Senior notes – 3.50% due 2024	595		595
Senior notes – 3.50% due 2025	495		495
Senior notes – 3.750% due 2026	595		595
Senior notes – 5.875% due 2033	297		297
Mortgage – 5.70% due 2035	387		393
Other	1		2
	4,757		4,414
Less current portion	261		12
	$	4,496	$	4,402

The senior notes in the table above are registered by the Company with the Securities and Exchange Commission, with no guarantees attached.

In March 2016, the Company issued $350 million of 3.30% seven -year senior notes. The Company intends to use the net proceeds for general corporate purposes.

In September 2015, the Company issued $600 million of 3.75% 10.5 -year senior notes. The Company used the net proceeds for general corporate purposes.

In March 2015, the Company issued $500 million of 2.35% five -year senior notes. The Company used the net proceeds for general corporate purposes.

The Company and certain of its foreign subsidiaries maintain a $1.5 billion multi-currency five -year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at June 30, 2016 .

The Company has a $150 million uncommitted bank credit line. There were no borrowings under this facility at June 30, 2016 .

In December 2012, the Company closed on a $50 million , three -year term loan facility which terminated on October 30, 2015.

Fair Value of Short-term and Long-term Debt

The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.



	June 30, 2016				December 31, 2015
(In millions of dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short-term debt	$	261	$	264	$	12	$	12
Long-term debt	$	4,496	$	4,755	$	4,402	$	4,513

The fair value of the Company’s short-term debt consists primarily of term debt maturing within the next year and its fair value approximates its carrying value. The estimated fair value of a primary portion of the Company's long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short- and long-term debt would be classified as Level 2 in the fair value hierarchy.

12. Restructuring Costs

The Company recorded total restructuring costs of $8 million in the first six months of 2016 , primarily for future severance and rent under non-cancelable leases. These costs were incurred in Risk and Insurance Services ( $3 million ), Corporate ( $4 million ) and Consulting ( $1 million ).

Details of the restructuring activity from January 1, 2015 through June 30, 2016 , which includes liabilities from actions prior to 2016 , are as follows:



(In millions of dollars)	Liability at 1/1/15		Amounts Accrued		Cash Paid			Other			Liability at 12/31/15		Amounts Accrued		Cash Paid			Other			Liability at 6/30/16
Severance	$	7	$	17	$	(7	)	$	(2	)	$	15	$	4	$	(12	)	$	—		$	7
Future rent under non-cancelable leases and other costs	85		11		(21		)	3			78		4		(10		)	(2		)	70
Total	$	92	$	28	$	(28	)	$	1		$	93	$	8	$	(22	)	$	(2	)	$	77

The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable, other liabilities or accrued compensation, depending on the nature of the items.

13. Common Stock

During the first six months of 2016 , the Company repurchased approximately 7 million shares of its common stock for consideration of $425 million , including trades for approximately 0.2 million shares worth approximately $15 million purchased at the end of June that settled in early July. In May 2015, the Board of Directors renewed the Company's share repurchase program, allowing management to buy back up to $2 billion of the Company's common stock. At June 30, 2016 , the Company remains authorized to purchase additional shares of its common stock up to a value of approximately $730 million . There is no time limit on the authorization. During the first six months of 2015 , the Company repurchased approximately 13.5 million shares of its common stock for consideration of $775 million .

14. Claims, Lawsuits and Other Contingencies

Litigation Matters

The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims may seek damages, including punitive and treble damages, in amounts that could, if awarded, be significant. In establishing liabilities for errors and omissions claims in accordance with FASB

ASC Subtopic No. 450-20 (Contingencies-Loss Contingencies), the Company uses case level reviews by inside and outside counsel, an internal actuarial analysis and other analysis to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable.

To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year.

Governmental Inquiries and Enforcement Matters

Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates. In the ordinary course of business, the Company is also subject to subpoenas, investigations, lawsuits and other regulatory actions undertaken by governmental authorities.

Other Contingencies-Guarantees

In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee were reinsured up to £40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of June 30, 2016 , the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee.

From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit.

Kroll-related Matters

Under the terms of a stock purchase agreement with Altegrity, Inc. ("Altegrity") related to Altegrity's purchase of Kroll from the Company in August 2010, a copy of which is attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2010, the Company agreed to provide a limited indemnity to Altegrity with respect to certain Kroll-related litigation and regulatory matters.

* * * *

The pending proceedings and other matters described in this Note 14 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages and other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB ASC Subtopic No. 450-20 (Contingencies-Loss Contingencies). Except as described above, the Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period.

15. Segment Information

The Company is organized based on the types of services provided. Under this organizational structure, the Company’s business segments are:


▪	Risk and Insurance Services , comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and


▪	Consulting , comprising Mercer and Oliver Wyman Group.

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2015 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Selected information about the Company’s operating segments for the three and six month periods ended June 30, 2016 and 2015 are as follows:



	Three Months Ended June 30,							Six Months Ended June 30,
(In millions of dollars)	Revenue				Operating Income (Loss)			Revenue				Operating Income (Loss)
2016–
Risk and Insurance Services	$	1,850		^(a)	$	490		$	3,718		^(c)	$	1,025
Consulting	1,539			^(b)	285			3,017			^(d)	530
Total Operating Segments	3,389				775			6,735				1,555
Corporate / Eliminations	(13		)		(49		)	(23		)		(96		)
Total Consolidated	$	3,376			$	726		$	6,712			$	1,459
2015–
Risk and Insurance Services	$	1,750		^(a)	$	427		$	3,553		^(c)	$	960
Consulting	1,487			^(b)	248			2,908			^(d)	496
Total Operating Segments	3,237				675			6,461				1,456
Corporate / Eliminations	(12		)		(46		)	(21		)		(92		)
Total Consolidated	$	3,225			$	629		$	6,440			$	1,364


^(a)	Includes inter-segment revenue of $3 million and $4 million in 2016 and 2015 , respectively, interest income on fiduciary funds of $6 million and $5 million in 2016 and 2015 , respectively, and equity method income of $6 million in 2016 and $0 million in 2015 , respectively.


^(b)	Includes inter-segment revenue of $10 million and $8 million in 2016 and 2015 , respectively, interest income on fiduciary funds of less than $1 million and $1 million in 2016 and 2015 , respectively, and equity method income of $5 million in both 2016 and 2015 .


^(c)	Includes inter-segment revenue of $4 million in 2016 and $5 million in 2015 , interest income on fiduciary funds of $12 million and $10 million in 2016 and 2015 , respectively, and equity method income of $7 million and $2 million in 2016 and 2015 , respectively.


^(d)	Includes inter-segment revenue of $19 million and $16 million in 2016 and 2015 , respectively, interest income on fiduciary funds of $1 million and $2 million in 2016 and 2015 , respectively, and equity method income of $9 million and $8 million in 2016 and 2015 , respectively.

Details of operating segment revenue for the three and six month periods ended June 30, 2016 and 2015 are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
(In millions of dollars)	2016			2015			2016			2015
Risk and Insurance Services
Marsh	$	1,564		$	1,474		$	3,057		$	2,908
Guy Carpenter	286			276			661			645
Total Risk and Insurance Services	1,850			1,750			3,718			3,553
Consulting
Mercer	1,079			1,046			2,118			2,083
Oliver Wyman Group	460			441			899			825
Total Consulting	1,539			1,487			3,017			2,908
Total Operating Segments	3,389			3,237			6,735			6,461
Corporate / Eliminations	(13		)	(12		)	(23		)	(21		)
Total	$	3,376		$	3,225		$	6,712		$	6,440

16. New Accounting Guidance

In April 2016, the FASB issued new guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the impact of the adoption of the guidance on its financial position, results of operations and statement of cash flows.

In March 2016, the FASB issued new guidance which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The new guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early application will be permitted. The Company does not expect the adoption of the guidance to have a significant impact on its financial position or results of operations.

In February 2016, the FASB issued new guidance intended to improve financial reporting about leasing transactions. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles ("GAAP"), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires that only capital leases to be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The new guidance on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application will be permitted. The Company is currently evaluating the impact of the

adoption of the guidance on its financial position and results of operations, but expects material "right to use" assets and liabilities to be recorded on its consolidated balance sheets.

In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations.

In May 2014, the FASB issued new accounting guidance to clarify the principles for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the entity should apply the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The guidance was initially effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, but was deferred to fiscal years beginning on or after December 15, 2017. Entities are permitted to adopt the guidance under one of the following methods: retrospectively to each prior reporting period presented (with certain practical expedients allowed) or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. If an entity elects the latter transition method, it must provide disclosures in reporting periods that include the date of initial application of the amount by which each financial statement line item is affected in the current reporting period by application of the guidance as compared to guidance that was in effect before the change, and an explanation for the reasons for significant changes. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations.

New Accounting Pronouncements Recently Adopted

In November 2015, the FASB issued a new standard related to the balance sheet classification of deferred taxes ("deferred tax standard"), which simplifies the presentation of deferred income taxes. The deferred tax standard requires companies to classify deferred tax assets and liabilities as noncurrent in the consolidated balance sheet. The previous standard required companies to classify deferred tax assets and liabilities as current and noncurrent. The deferred tax standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. Effective December 31, 2015, the Company early adopted the deferred tax standard retrospectively, as a change in accounting principle. The impact of this change on the Company's prior year's Consolidated Statements of Cash Flows is shown in the table below. The adoption of this standard had no impact on our results of operations.

In September 2015, the FASB issued new guidance intended to simplify the accounting for adjustments made to provisional amounts recognized in business combinations. The guidance requires the acquirer to recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustments are determined, and to record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed as of the acquisition date. The guidance also includes additional disclosures required for the amounts recorded in current period earnings arising from such adjustments. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance should be applied prospectively for adjustments to provisional amounts after the effective date, with earlier application permitted for financial statements that have not been issued. The adoption of this new guidance did not have a material impact on the Company's financial position or results of operations.

In May 2015, the FASB issued new guidance which removes the requirement to present certain investments for which the practical expedient is used to measure fair value at net asset value within the fair value hierarchy table. Instead, an entity would be required to include those investments as a reconciling item so that the total fair value amount of investments in the disclosure is consistent with the fair value investment balance on the statement of net assets. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this new guidance affects footnote disclosure only, and therefore did not have a material impact on the Company's financial statements.

In February 2015, the FASB issued new accounting guidance intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The guidance focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this new accounting guidance did not have a material impact on the Company's financial position or results of operations.

In January 2015, the FASB issued new accounting guidance that eliminated the concept of extraordinary items. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this guidance had no effect on the Company's financial condition, results of operations or cash flows.

In June 2014, the FASB issued new accounting guidance to clarify the treatment of share-based payment awards that require a specific performance target to be achieved in order for employees to be eligible to vest in the awards which include terms that may provide that the performance conditions could be achieved after an employee completes the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, a reporting entity should apply the existing guidance as it relates to awards with performance conditions that affect vesting. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of this guidance did not impact the Company's financial position, results of operations or cash flows.

In April 2015, the FASB issued a new standard related to the presentation of debt issuance costs ("debt issuance costs standard"). The debt issuance cost standard requires debt issuance costs related to recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The previous standard required these debt issuance costs be classified as an asset and amortized ratably over the life of the debt. The debt issuance cost standard is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. The Company elected to early adopt the debt issuance costs standard, effective December 31, 2015. The adoption of the debt issuance costs standard had no impact on our results of operations. This guidance is effective on a retrospective basis, as a change in accounting principle. The impact of this change on the Company's prior year's Consolidated Statements of Cash Flows is shown in the table below.



	Period Ended June 30, 2015
	As Previously Reported			Change in Deferred Tax Presentation			Change in Prepaid Debt Fees Presentation			As Amended
Consolidated Statement of Cash Flows
Changes in assets and liabilities:
Other current assets	$	39		$	(46	)	$	1		$	(6	)
Other assets	(62		)	42			5			(15		)
Accrued income taxes	31			6			—			37
Other liabilities	(57		)	(2		)	—			(59		)
Net cash provided by operations	106			—			6			112
Proceeds from debt	500			—			(6		)	494
Net cash used for financing activities	$	(488	)	$	—		$	(6	)	$	(494	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

Marsh & McLennan Companies, Inc. (the "Company") is a global professional services firm offering clients advice and solutions in risk, strategy and people. It is the parent company of a number of leading risk experts and specialty consultants, including: Marsh, the insurance broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the provider of HR and related financial advice and services; and Oliver Wyman Group, the management, economic and brand consultancy. With approximately 60,000 employees worldwide and annual revenue of approximately $13 billion, the Company provides analysis, advice and transactional capabilities to clients in more than 130 countries.

The Company conducts business through two segments:


•	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.

A reconciliation of segment operating income to total operating income is included in Note 15 to the consolidated financial statements included in Part I Item 1 in this report. The accounting policies used for each segment are the same as those used for the consolidated financial statements.

This Management's Discussion & Analysis ("MD&A") contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. See "Information Concerning Forward-Looking Statements" at the outset of this report.

Consolidated Results of Operations



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share figures)	2016		2015		2016		2015
Revenue	$	3,376	$	3,225	$	6,712	$	6,440
Expense:
Compensation and Benefits	1,872		1,826		3,726		3,556
Other Operating Expenses	778		770		1,527		1,520
Operating Expenses	2,650		2,596		5,253		5,076
Operating Income	726		629		1,459		1,364
Income from Continuing Operations	480		429		970		927
Discontinued Operations, net of tax	—		—		—		(3		)
Net Income Before Non-Controlling Interests	480		429		970		924
Net Income Attributable to the Company	$	472	$	419	$	953	$	901
Income From Continuing Operations Per Share:
Basic	$	0.91	$	0.78	$	1.83	$	1.68
Diluted	$	0.90	$	0.77	$	1.81	$	1.66
Net Income Per Share Attributable to the Company:
Basic	$	0.91	$	0.78	$	1.83	$	1.68
Diluted	$	0.90	$	0.77	$	1.81	$	1.66
Average Number of Shares Outstanding:
Basic	521		535		521		537
Diluted	525		541		526		543
Shares Outstanding at June 30	519		531		519		531

The Company's consolidated operating income of $726 million in the second quarter of 2016 was 16% higher than the prior year. This reflects the impact of a 5% increase in revenue partially offset by a 2% increase in expense. The increase in expenses reflects higher base salary and incentive compensation costs and higher amortization of identified intangible assets, partly offset by a decrease in defined benefit plan pension expense.

Income from continuing operations increased $51 million, primarily due to the combined effects of the increase in operating income discussed above, partially offset by higher interest expense and lower investment income as compared to the same period last year. Diluted net income per share from continuing operations increased 17% to $0.90, compared to $0.77 last year, reflecting the increase in income from continuing operations and a 2% decrease in the average number of diluted shares outstanding, partly offset by a higher effective tax rate in the quarter. The number of shares issued related to the vesting of share awards and exercise of employee stock options was more than offset by shares repurchased over the past four quarters.

Consolidated operating income was approximately $1.5 billion in the first six months of 2016, an increase of 7% compared with the first six months of 2015, reflecting 4% growth in revenue and 3% growth in expenses.

Consolidated Revenue and Expense

The Company conducts business in many countries, as a result of which the impact of foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain items that affect comparability, such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to another by isolating these impacts. The impact of foreign currency exchange fluctuations, acquisitions and dispositions, including transfers among businesses, on the Company’s operating revenues by segment was as follows:



	Three Months Ended June 30,						% Change GAAP Revenue		Components of Revenue Change*
	Three Months Ended June 30,								Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2016			2015					Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Risk and Insurance Services
Marsh	$	1,559		$	1,470		6	%	(2	)%	6	%	2	%
Guy Carpenter	285			275			3	%	1	%	—		3	%
Subtotal	1,844			1,745			6	%	(2	)%	5	%	2	%
Fiduciary Interest Income	6			5
Total Risk and Insurance Services	1,850			1,750			6	%	(2	)%	5	%	2	%
Consulting
Mercer	1,079			1,046			3	%	(2	)%	—		4	%
Oliver Wyman Group	460			441			5	%	(1	)%	1	%	5	%
Total Consulting	1,539			1,487			4	%	(2	)%	1	%	5	%
Corporate / Eliminations	(13		)	(12		)
Total Revenue	$	3,376		$	3,225		5	%	(2	)%	3	%	3	%



	Three Months Ended June 30,				% Change GAAP Revenue		Components of Revenue Change*
	Three Months Ended June 30,						Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2016		2015				Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Marsh:
EMEA	$	479	$	439	9	%	(3	)%	9	%	3	%
Asia Pacific	183		176		4	%	(2	)%	3	%	2	%
Latin America	93		95		(1	)%	(12	)%	—		11	%
Total International	755		710		6	%	(4	)%	6	%	4	%
U.S. / Canada	804		760		6	%	—		6	%	—
Total Marsh	$	1,559	$	1,470	6	%	(2	)%	6	%	2	%
Mercer:
Health	$	410	$	391	5	%	(1	)%	—	%	5	%
Retirement	314		325		(4	)%	(2	)%	(4	)%	2	%
Investments	210		207		2	%	(3	)%	—		6	%
Talent	145		123		18	%	(1	)%	13	%	6	%
Total Mercer	$	1,079	$	1,046	3	%	(2	)%	—		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 and the deconsolidation of Marsh India.
*	Components of revenue change may not add due to rounding.



	Six Months Ended June 30,						% Change GAAP Revenue		Components of Revenue Change*
	Six Months Ended June 30,								Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2016			2015					Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Risk and Insurance Services
Marsh	$	3,047		$	2,900		5	%	(3	)%	6	%	2	%
Guy Carpenter	659			643			2	%	(1	)%	—		3	%
Subtotal	3,706			3,543			5	%	(3	)%	5	%	2	%
Fiduciary Interest Income	12			10
Total Risk and Insurance Services	3,718			3,553			5	%	(3	)%	5	%	2	%
Consulting
Mercer	2,118			2,083			2	%	(3	)%	1	%	4	%
Oliver Wyman Group	899			825			9	%	(1	)%	1	%	9	%
Total Consulting	3,017			2,908			4	%	(2	)%	1	%	5	%
Corporate / Eliminations	(23		)	(21		)
Total Revenue	$	6,712		$	6,440		4	%	(2	)%	3	%	4	%



	Six Months Ended June 30,				% Change GAAP Revenue		Components of Revenue Change*
	Six Months Ended June 30,						Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
(In millions of dollars)	2016		2015				Currency Impact		Acquisitions/ Dispositions Impact		Underlying Revenue
Marsh:
EMEA	$	1,049	$	1,002	5	%	(4	)%	7	%	2	%
Asia Pacific	329		324		2	%	(3	)%	2	%	2	%
Latin America	164		176		(7	)%	(15	)%	—		9	%
Total International	1,542		1,502		3	%	(5	)%	5	%	3	%
U.S. / Canada	1,505		1,398		8	%	(1	)%	7	%	1	%
Total Marsh	$	3,047	$	2,900	5	%	(3	)%	6	%	2	%
Mercer:
Health	$	810	$	775	5	%	(1	)%	—		6	%
Retirement	626		656		(5	)%	(3	)%	(3	)%	1	%
Investments	406		412		(1	)%	(5	)%	—		3	%
Talent	276		240		15	%	(2	)%	13	%	4	%
Total Mercer	$	2,118	$	2,083	2	%	(3	)%	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 and the deconsolidation of Marsh India.
*	Components of revenue change may not add due to rounding.

Revenue

Consolidated revenue for the second quarter of 2016 was $3.4 billion, an increase of 5%, or 3% on an underlying basis. The increase of 3% from the impact of acquisitions was offset by a decrease of 2% from the impact of foreign currency translation.

Revenue in the Risk and Insurance Services segment for the second quarter of 2016 was $1.8 billion, an increase of 6% from the same period last year and 2% on an underlying basis. Consulting revenue of $1.5 billion in the second quarter of 2016 increased 4% from the same period in 2015, and 5% on an underlying basis.

For the first six months of 2016, consolidated revenue increased 4% on both a reported and underlying basis. Risk & Insurance Services revenue increased 5% from the same period in 2015, or 2% on an underlying basis. Consulting revenue increased 4% compared with the six-month period last year, or 5% on an underlying basis.

Operating Expense

Consolidated operating expense in the second quarter increased 2% compared with the same period last year, reflecting a 1% increase on an underlying basis and a 3% increase from acquisitions, offset by a 2% decrease from the impact of foreign currency translation. The increase in underlying expenses is primarily due to higher base salary and incentive compensation costs and higher amortization of identified intangible assets, partly offset by a decrease in defined benefit plan pension expense.

Expenses for the six months of 2016 increased 3% compared to the same period in 2015, reflecting a 3% increase on an underlying basis and a 3% increase from acquisitions, offset by a 3% decrease from the impact of foreign currency translation. The underlying expense increase reflects higher base salary and incentive compensation costs, higher amortization of identified intangible assets and the impact of the net benefit from the termination of the RRA plan which was recorded in the first quarter of 2015, partly offset by a decrease in defined benefit plan pension expense.

Risk and Insurance Services

The results of operations for the Risk and Insurance Services segment are presented below:



For the Three and Six Months Ended June 30,	Three Months						Six Months
(In millions of dollars)	2016			2015			2016			2015
Revenue	$	1,850		$	1,750		$	3,718		$	3,553
Compensation and Benefits	934			909			1,855			1,771
Other Expenses	426			414			838			822
Expense	1,360			1,323			2,693			2,593
Operating Income	$	490		$	427		$	1,025		$	960
Operating Income Margin	26.6		%	24.4		%	27.6		%	27.0		%

Revenue

Revenue in the Risk and Insurance Services segment in the second quarter of 2016 was $1.8 billion, an increase of 6% as compared to the same period last year, reflecting a 2% increase in underlying revenue and a 5% increase related to acquisitions, partially offset by a 2% decrease from the impact of foreign currency translation.

In Marsh, revenue in the second quarter of 2016 was $1.6 billion, an increase of 6% compared with the same quarter of the prior year, reflecting an increase of 2% on an underlying basis and a 6% increase from acquisitions, offset by a 2% decrease from the impact of foreign currency translation. International operations grew 4% on an underlying basis, reflecting an increase of 3% in EMEA, with growth across all regions. Asia Pacific increased 2%, driven by Asia, and Latin America increased 11%. In U.S./Canada, underlying revenue was flat as compared to prior year, primarily due to weakness in Canada and parts of the U.S. largely resulting from commodity-driven headwinds. Guy Carpenter's second quarter revenue increased 3% on both a reported and underlying basis as rates begin to stabilize, specifically in the U.S.

Revenue in the Risk and Insurance Services segment increased 5% in the first six months of 2016 compared with 2015, or 2% on an underlying basis. In Marsh, underlying revenue increased 1% in U.S./Canada. The international division increased 3% on an underlying basis, reflecting a 2% increase in EMEA, a 2% increase in Asia Pacific and a 9% increase in Latin America.

Expense

Expenses in the Risk and Insurance Services segment increased 3% in the second quarter of 2016 compared with the same period last year, reflecting a 5% increase related to acquisitions, partly offset by a 3% decrease from the impact of foreign currency translation. Expenses on an underlying basis were flat, as higher base salary and incentive compensation costs and higher amortization of identified intangible assets were offset by a decrease in defined benefit plan pension expense.

Expenses for the six-month period increased 4% compared to the prior year, reflecting a 2% increase in underlying expenses, a 5% increase related to acquisitions and a 3% decrease from the impact of foreign exchange. The underlying expense increase reflects higher base salary and incentive compensation costs, higher amortization of identified intangible assets and the impact of the net benefit from the termination of the RRA plan which was recorded in the first quarter of 2015, partly offset by a decrease in defined benefit plan pension expense.

Consulting

The results of operations for the Consulting segment are presented below:



For the Three and Six Months Ended June 30,	Three Months						Six Months
(In millions of dollars)	2016			2015			2016			2015
Revenue	$	1,539		$	1,487		$	3,017		$	2,908
Compensation and Benefits	852			831			1,699			1,614
Other Expenses	402			408			788			798
Expense	1,254			1,239			2,487			2,412
Operating Income	$	285		$	248		$	530		$	496
Operating Income Margin	18.5		%	16.7		%	17.6		%	17.1		%

Revenue

Consulting revenue in the second quarter of 2016 increased 4% reflecting a 5% increase on an underlying basis and a 1% increase related to acquisitions, partly offset by a 2% decrease from the impact of foreign currency translation.

Mercer's revenue of approximately $1.1 billion increased 3% compared to the prior year, or 4% on an underlying basis. Health increased 5%, Retirement increased 2%, while Talent and Investments each increased 6%. On a geographic basis, the revenue increase was led by Growth Markets, with all major regions contributing. Oliver Wyman's revenue increased 5% to $460 million in the second quarter of 2016 as compared to the same period last year, reflecting a 5% increase on an underlying basis and a 1% increase from acquisitions, partly offset by a decrease of 1% from the impact of foreign currency translation. The revenue increase at Oliver Wyman reflects growth that was geographically distributed with particular strength in Europe and other international markets. The Company expects underlying revenue to decline for Oliver Wyman in the third quarter of 2016, due to the strong revenue growth achieved in the prior year, primarily in the Financial Services practice, as well as the impact of uncertainty around Brexit.

Consulting revenue in the first six months of 2016 increased 4%. Underlying revenue increased 5% with underlying growth of 4% at Mercer and 9% at Oliver Wyman.

Expense

Consulting expenses in the second quarter of 2016 increased 1% as compared to the second quarter of 2015. Underlying expenses increased 2%, offset by a 2% decrease from the impact of foreign currency translation. The underlying expense increase in the second quarter of 2016 was primarily due to higher base salary and incentive compensation costs partly offset by a decrease in defined benefit plan pension expense.

Underlying expenses for the six months of 2016 increased 5% as compared to 2015, primarily due to higher base salaries and incentive compensation costs and the impact of the net benefit from the termination of the RRA plan which was recorded in the first quarter of 2015, partly offset by lower defined benefit plan pension expense.

Corporate and Other

Corporate expenses in the second quarter of 2016 were $49 million compared with $46 million in the prior year. The increase is primarily due to higher incentive compensation costs, partly offset by lower defined benefit plan pension expense. Corporate expenses for the first six months of 2016 was $96 million compared with $92 million for the same period last year.

Interest

Interest income earned on corporate funds was $2 million in the second quarter of 2016 , compared with $3 million in the second quarter of 2015 , primarily due to a lower level of invested funds. Interest expense increased $8 million in 2016 compared with the second quarter of 2015 due to higher average debt outstanding.

Investment Income (Loss)

The caption "Investment income (loss)" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in current earnings. It includes, when applicable, other-than-temporary declines in the value of debt and available-for-sale securities and equity method gains or losses on its investments in private equity funds. The Company's investments may include direct investments in insurance, consulting or other strategically linked companies and investments in private equity funds. The Company recorded a net investment gain of $1 million in the second quarter of 2016 compared with $3 million in the second quarter of 2015. The Company recorded a net investment loss of $2 million in the first six months of 2016 compared with a $5 million gain for the same period in 2015.

Income Taxes

The Company's effective tax rate in the second quarter of 2016 was 29.5% compared with 27.9% in the second quarter of 2015. The effective tax rate for the first six months of 2016 was 29.0% compared with 28.6% for the first six months of 2015. The rates reflect non-U.S. income taxed at rates below the U.S. statutory rate, including the effect of repatriation as well as the impact of discrete tax matters such as changes in tax legislation and valuation allowances.

The effective tax rate is sensitive to the geographic mix and repatriation of the Company's earnings, which may result in higher or lower tax rates. U.S. federal and state corporate tax rates substantially exceed tax rates applicable in most jurisdictions outside the U.S. A significant portion of the Company's profits were earned outside the U.S. In 2016, the forecasted pre-tax income in the U.K., Canada, Luxembourg, Australia, Germany, Ireland, and Bermuda is expected to account for approximately 60% of the Company's total non-U.S. pre-tax income, with estimated effective rates in those countries of 22%, 27%, 1%, 31%, 33%, 13%, and 0%, respectively. Consequently, increases in the profitability of the Company's U.S.-based operations would tend to result in higher effective tax rates. Losses in one jurisdiction, generally, cannot offset earnings in another, and within certain jurisdictions profits and losses may not offset between entities. Consequently, losses in certain jurisdictions may require valuation allowances affecting the effective tax rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitation.

Changes in tax laws, regulations, or rulings may have a significant adverse impact on our effective tax rate. Discussions continue within Congress and the Administration about broad reform of the corporate tax system in the U.S. It is not possible to predict the ultimate outcome of these discussions or their impact on the Company. Future legislation could have a material impact on our effective tax rate and consolidated financial statements due to reforms that could include changes in the corporate tax rate and in the way U.S. corporations are taxed on foreign earnings.

During the second quarter of 2016, the Company settled a U.S. federal tax audit with the IRS for the year 2014 and, in the second quarter of 2015, settled a U.S. federal tax audit with the IRS for the year 2013.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in the tax return. The Company's gross unrecognized tax benefits decreased from $74 million at December 31, 2015 to $ 70 million at June 30, 2016 . It is reasonably possible that the total amount of unrecognized tax benefits will decrease by an amount between zero and approximately $ 7 million within the next twelve months due to settlements of audits and expirations of statutes of limitation.

Liquidity and Capital Resources

The Company is organized as a legal entity separate and distinct from its operating subsidiaries. Because the Company does not have significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to meet its obligations for paying principal and interest on outstanding debt obligations, for paying dividends to stockholders, for share repurchases and for corporate expenses. We also provide financial support to our operating subsidiaries for acquisitions, investments and certain parts of their business that require liquidity, such as the capital markets business of Guy Carpenter. Other sources of liquidity include borrowing facilities discussed below in Financing Cash Flows.

The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the United States. Funds from those operating subsidiaries are regularly repatriated to the United States out of annual earnings. At December 31, 2015, the Company had approximately $800 million of cash and cash equivalents in its foreign operations, substantially all of which is considered to be permanently invested in those operations to fund foreign investments and working capital needs. The non-U.S. cash and cash equivalents considered permanently reinvested includes $173 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements. The Company expects to continue its practice of repatriating foreign funds from its non-U.S. operating subsidiaries out of current annual earnings. While management does not foresee a need to repatriate the funds which are currently deemed permanently invested, if facts or circumstances change, management could elect to repatriate them, which could result in higher effective tax rates in the future. In the first six months of 2016, the Company recorded foreign currency translation adjustments which decreased net equity by $320 million. Strengthening of the U.S. dollar against foreign currencies reduces the translated U.S. dollar value of the Company’s net investments in its non-U.S. subsidiaries, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries.

Cash and cash equivalents on our consolidated balance sheets includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown separately in the consolidated balance sheets as an offset to fiduciary liabilities. Fiduciary funds cannot be used for general corporate purposes, and should not be considered a source of liquidity for the Company.

Operating Cash Flows

The Company generated $229 million of cash from operations for the six months ended June 30, 2016 , compared with $112 million generated from operations for the same period in 2015. These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments, adjusted for non-cash charges and changes in working capital which relate primarily to the timing of payments of accrued liabilities or receipts of assets and pension contributions.

Pension Related Items

The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in the applicable laws or regulations of the U.S. and other jurisdictions. During the first six months of 2016 , the Company contributed $90 million to its non-U.S. defined benefit pension plans and $13 million to its U.S. pension plans. In the first six months of 2015, the Company contributed $75 million to its non-U.S. defined benefit pension plans and $13 million to its U.S. defined benefit pension plans.

In the U.S., contributions to the tax-qualified defined benefit plans are based on ERISA guidelines and the Company generally expects to maintain a funded status of 80% or more of the liability determined under the ERISA guidelines. The pension stabilization provisions included in the "Moving Ahead for Progress in the 21st Century Act", enacted on July 6, 2012, changed the methodology for determining the discount rate used for calculating plan liabilities under ERISA, which determines, in part, the funding requirements.

The Company continues to manage the cost and assess the competitiveness of its benefits programs, and also to manage the risks related to its defined benefit pension plan liabilities. Effective September 1, 2015, the Company divided its U.S. qualified defined benefit plan. The existing plan was amended to cover only the retirees currently receiving benefits and terminated vested participants as of August 1, 2015. The Company's active participants as of that date were transferred into a newly established, legally separate qualified defined benefit plan. The benefits provided to the plans’ participants were unchanged. As a result of the plan amendment and establishment of the new plan, the Company re-measured the assets and liabilities of the two plans, as required under U.S. GAAP, based on assumptions and market conditions at the amendment date. Net periodic pension expense in 2016 reflects the impact of the amendment discussed above.

The Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 83% of non-U.S. plan assets. Contribution rates for non-U.S. plans are generally based on local funding practices and statutory requirements, which may differ significantly from measurements under U.S. GAAP. In the U.K., contributions to defined benefit pension plans are determined through a negotiation process between the Company and the plans' trustee that typically occurs every three years in conjunction with the actuarial valuation of the plans. This process is governed by U.K. pension regulations. The assumptions that result from the funding negotiations are different from those used for U.S. GAAP and currently result in a lower funded status than under U.S. GAAP. In March 2014, the Company and the Trustee of the U.K. Defined Benefits Plans agreed to a funding deficit recovery plan for the U.K. defined benefit pension plans. The current agreement with the Trustee sets out the annual deficit contributions which would be due based on the deficit at December 31, 2012. The funding level is subject to re-assessment, in most cases on November 1 ^st of each year. If the funding level on November 1 ^st is sufficient, no deficit funding contributions will be required in the following year, and the contribution amount will be deferred. As part of a long-term strategy, which depends on having greater influence over asset allocation and overall investment decisions, the Company agreed in January 2015, to support annual deficit contributions by the U.K. operating companies under certain circumstances, up to GBP 450 million over a seven-year period.

The Company expects to fund an additional $101 million to its non-U.S. defined benefit plans over the remainder of 2016, comprising approximately $47 million to plans outside of the U.K. and $54 million to the U.K. plans and $13 million to its U.S. defined benefit plans.

Funding amounts may be influenced by future asset performance, the level of discount rates and other variables impacting the funded status of the plan.

Financing Cash Flows

Net cash used for financing activities was $376 million for the period ended June 30, 2016 , compared with $494 million net cash used for such activities for the same period in 2015 .

In March 2016, the Company issued $350 million of 3.30% seven-year senior notes. The Company intends to use the net proceeds for general corporate purposes.

In September 2015, the Company issued $600 million of 3.75% 10.5-year senior notes. The Company used the net proceeds for general corporate purposes.

In March 2015, the Company issued $500 million of 2.35% five-year senior notes. The Company used the net proceeds for general corporate purposes.

On November 24, 2015, the Company and certain of its subsidiaries amended its $1.2 billion facility into a new $1.5 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at June 30, 2016.

In December 2012, the Company closed on a $50 million, three-year delayed draw term loan facility. The interest rate on this facility was based on LIBOR plus an agreed fixed margin which varied with the Company's credit ratings. The loan was repaid and the facility was terminated on October 30, 2015.

The Company has a $150 million uncommitted bank credit line. There were no borrowings under this facility at June 30, 2016.

The Company's senior debt is currently rated A- by Standard & Poor's and Baa1 by Moody's. The Company's short-term debt is currently rated P-2 by Moody's and A-2 by Standard & Poor's. The Company carries a stable outlook from Moody's and Standard & Poor's.

During the first six months of 2016 , the Company paid $50 million of contingent payments related to acquisitions made in prior periods. These payments are split between financing and operating cash flows in the consolidated statements of cash flows. The portion of these payments reflected as a financing activity is $24 million, which represents payments related to the contingent consideration liability that was recorded on the date of acquisition. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition, which

were $26 million for the first six months of 2016, are reflected as operating cash flows. In the first six months of 2016 , the Company paid $39 million of deferred purchase consideration related to acquisitions made in prior years. Remaining deferred cash payments of approximately $121 million and estimated future contingent consideration payments of $279 million for acquisitions completed in the first six months of 2016 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at June 30, 2016 .

In the first six months of 2015 , the Company paid $33 million of contingent payments related to acquisitions made in prior periods. Of this amount, $12 million was reported as financing cash flows and $21 million as operating cash flows.

In May 2015, the Board of Directors renewed the Company's share repurchase program, allowing management to buy back up to $2 billion of shares going forward. At June 30, 2016, the Company remained authorized to purchase additional shares of its common stock up to a value of approximately $730 million. There is no time limit on this authorization.

During the first six months of 2016 , the Company repurchased approximately 7.0 million shares of its common stock for consideration of $425 million, including trades for approximately 0.2 million shares worth approximately $15 million purchased at the end of June that settled in early July. During the first six months of 2015, the Company repurchased approximately 13.5 million shares of its common stock for consideration of $775 million.

The Company paid dividends on its common shares of $326 million ($0.62 per share) during the first six months of 2016 , as compared with $302 million ($0.56 per share) during the first six months of 2015 .

Investing Cash Flows

Net cash used for investing activities amounted to $190 million in the first six months of 2016 , compared with $528 million used during the same period in 2015 .

The Company made 5 acquisitions during the first six months of 2016 . Cash used for these acquisitions, net of cash acquired, was $77 million.

The Company made eight acquisitions during the first six months of 2015 . Cash used for these acquisitions, net of cash acquired, was $231 million.

The Company used cash of $114 million to purchase fixed assets and capitalized software in the first six months of 2016 , compared with $176 million in the first six months of 2015 , primarily related to computer equipment and software purchases, software development costs and the refurbishing and modernizing of office facilities.

On February 24, 2015, Mercer purchased shares of common stock of Benefitfocus (NASDAQ:BNFT) constituting approximately 9.9% of BNFT's outstanding capital stock as of the acquisition date. The purchase price for the BNFT shares and certain other rights and other consideration was approximately $75 million.

The Company has commitments for potential future investments of approximately $45 million in four private equity funds that invest primarily in financial services companies.

Commitments and Obligations

The Company’s contractual obligations of the types identified in the table below were of the following amounts as of June 30, 2016 :



( 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	$	261	$	261	$	—	$	—	$	—
Long-term debt	4,527		—		276		828		3,423
Interest on long-term debt	1,494		177		337		303		677
Net operating leases	1,987		311		530		400		746
Service agreements	199		118		72		8		1
Other long-term obligations	449		135		276		33		5
Total	$	8,917	$	1,002	$	1,491	$	1,572	$	4,852

The above does not include unrecognized tax benefits of $70 million , accounted for under ASC Topic No. 740, as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $4 million that may become payable within one year. The above does not include the indemnified liabilities discussed in Note 14 as the Company is unable to reasonably predict the timing of settlement of those liabilities. The above does not include net pension liabilities for underfunded plans of approximately $1.9 billion because the timing and amount of ultimate payment of such liability is dependent upon future events, including, but not limited to, future returns on plan assets and changes in the discount rate used to measure the liabilities. The Company expects to contribute approximately $13 million and $101 million to its U.S. and non-U.S. pension plans, respectively, in the remainder of 2016.

New Accounting Guidance

Note 16 to the consolidated financial statements in this report contains a discussion of recently issued accounting guidance and their impact or potential future impact on the Company’s financial results, if determinable.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

Market Risk and Credit Risk

Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.

The Company had the following investments subject to variable interest rates:



(In millions of dollars)	June 30, 2016
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits	$	974
Fiduciary cash and investments	$	4,538

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 6 basis points, over the course of the remainder of the year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately $2 million.

Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension expense. The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year. Assumptions used to determine net period expense for 2016 are discussed in Note 8 to the consolidated financial statements included in our most recently filed Annual Report on Form 10-K. For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management’s Discussion of Critical Accounting Policies-Retirement Benefits" section of our most recently filed Annual Report on Form 10-K.

In addition to interest rate risk, our cash and cash equivalents and fiduciary fund investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board-approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash and fiduciary fund investments and will further restrict the portfolio as appropriate in response to market conditions. The majority of cash and fiduciary fund investments are invested in short-term bank deposits.

Foreign Currency Risk

The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 51% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expenses are in the functional currency of the foreign location. As such, under normal circumstances, the U.S. dollar translation of both the revenues and expenses, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tends to mitigate the impact on net operating income of foreign currency risk. Recent events, including the vote on “Brexit” in the UK, may result in greater foreign exchange rate fluctuations in the future. If foreign exchange rates of major currencies (Euro, Sterling, Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar compared with the foreign exchange rates in 2015, the Company estimates net operating income would increase or decrease by approximately $55 million. The Company has exposure to approximately 80 foreign currencies overall. Starting at the end of 2014 and continuing through 2015, the U.S. dollar strengthened significantly against most currencies, which had a significant impact on net operating income in 2015. If exchange rates at June 30, 2016 hold constant throughout 2016, the Company estimates the year-over-year impact from conversion of foreign currency earnings will reduce full year income by approximately $15 million. In Continental Europe, the largest amount of revenue from renewals for the Risk & Insurance Services segment occurs in the first quarter. Consequently, a significant portion of the year-over-year foreign exchange impact occurs in the first quarter.

Equity Price Risk

The Company holds investments in both public and private companies as well as private equity funds. Investments of approximately $20 million are classified as available for sale, approximately $85 million are accounted for using

the cost method, which includes the Company's investment in Benefitfocus, and $377 million are accounted for using the equity method, which includes the Company's investment in Alexander Forbes. The investments are subject to risk of changes in market value, which, if determined to be other than temporary, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.

As of June 30, 2016 , the carrying value of the Company’s investment in Alexander Forbes was $235 million . As of June 30, 2016 , the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the June 30, 2016 closing share price of 6.50 South African Rand per share, was approximately $190 million . During 2015, the share price of Alexander Forbes ranged from 5.32 Rand to 10.38 Rand. The trading price of the Company's shares of Alexander Forbes first dropped below the purchase price in November 2015. During the first six months of 2016, the shares closed between 4.61 Rand (in late January) and 7.16 Rand (in early May), with trades as high as 7.63 Rand. The Company considered several factors related to its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. As a result, the Company determined the investment was not impaired.

Other

See Note 14 to the consolidated financial statements included elsewhere in this report for a discussion of lawsuits and regulatory proceedings.


Item 4.	Controls & Procedures.

a. Evaluation of Disclosure Controls and Procedures

Based on their evaluation, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) are effective.

b. Changes in Internal Control

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth in Note 14 to the consolidated financial statements provided in Part I of this report is incorporated herein by reference.

Item 1A. Risk Factors.

The Company and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 . If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Repurchases of Equity Securities

In May 2015, the Board of Directors of the Company authorized share repurchases up to a dollar value of $2 billion of the Company's common stock. The Company repurchased approximately 3.5 million shares of its common stock for $225 million during the second quarter of 2016 (including $15 million that settled after June 30, 2016). At June 30, 2016 , the Company remains authorized to repurchase shares of its common stock up to a dollar value of approximately $730 million. There is no time limit on the authorization.



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, 2016	813,890	$	61.4333	813,890	$	905,471,811
May 1-31, 2016	1,221,962	$	64.3288	1,221,962	$	826,864,510
June 1-30, 2016	1,459,274	$	66.0551	1,459,274	$	730,471,960
Total	3,495,126	$	64.3753	3,495,126	$	730,471,960

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date:	August 1, 2016	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer

Date:	August 1, 2016	/s/ Robert J. Rapport
		Robert J. Rapport
		Senior Vice President & Controller
		(Chief Accounting Officer)

EXHIBIT INDEX



Exhibit No.		Exhibit Name

10.1		Letter Agreement, effective as of February 22, 2016, between Marsh & McLennan Companies, Inc. and Daniel S. Glaser

10.2		Form of Restricted Stock Unit Award, dated as of April 1, 2016, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan

10.3		Waiver and Release Agreement, dated April 5, 2016, between Marsh & McLennan Companies, Inc. and J. Michael Bischoff

10.4		Letter Agreement, effective as of May 18, 2016, between Marsh & McLennan Companies, Inc. and Julio A. Portalatin

10.5		Letter Agreement, effective as of May 18, 2016, between Marsh & McLennan Companies, Inc. and Peter Zaffino

10.6		Description of Compensation Arrangements for Independent Directors of Marsh & McLennan Companies, Inc., effective June 1, 2016

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



		H. Edward Hanway Chairman of the Compensation Committee of the Board of Directors Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036 www.mmc.com

Exhibit 10.1

May 18, 2016

Daniel S. Glaser

[Address]

[City, State, Zip Code]

Subject: Terms of Employment

Dear Dan:

This second amendment to the Letter Agreement, dated September 18, 2013 between you and Marsh & McLennan Companies, Inc. (the “ 2013 Letter Agreement ”), revises the terms and conditions of your employment by Marsh & McLennan Companies, Inc. The 2013 Letter Agreement will continue to govern your employment, except as specified below or in the first amendment dated June 11, 2014, effective as of February 22, 2016:


1.	Exhibit A to the 2013 Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.

Please acknowledge your agreement with the terms of this letter agreement by signing and dating the enclosed copy and returning it to me on or before June 1, 2016.

Sincerely,

/s/ H. Edward Hanway

H. Edward Hanway

Chairman of the Compensation Committee of the Board of Directors

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Daniel S. Glaser

(Signature)

05/19/16

(Date)

May 18, 2016

Daniel S. Glaser

Page 2

Exhibit A



Board or Committee Memberships	Ÿ International Advisory Board of BritishAmerican Business Ÿ Board of Trustees of the American Institute for Chartered Property Casualty Underwriters Ÿ Insurance Information Institute Ÿ Board of Trustees of Ohio Wesleyan University
Annual Base Salary	$1,400,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Target bonus of $2,800,000 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. Target award of $9,500,000 (based on grant date fair value), commencing with the award made in 2017.
Other Benefits	Ÿ You will have access to a car and driver for business purposes and for work/home travel purposes. Ÿ 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.

Exhibit 10.2

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

RESTRICTED STOCK UNIT AWARDS

GRANTED ON [DATE]

TABLE OF CONTENTS

PAGE



I. BACKGROUND	1
II. AWARDS	1
A. General	1
1. Award Acceptance	1
2. Rights of Award Holders	1
3. Waiver and Release Agreement	2
B. Stock Units	2
1. General	2
2. Vesting	2
3. Dividend Equivalents	2
4. Delivery	3
C. Satisfaction of Tax Obligations	3
1. Personal Tax Advisor	3
2. U.S. Employees	4
3. Non-U.S. Employees	4
a. Stock Units and Dividend Equivalents	4
b. Withholding	4
III. EMPLOYMENT EVENTS	5
A. Death	5
B. Permanent Disability	5
C. Termination by You Outside of the European Union - Age and Service Treatment	5
D. Termination by You Within the European Union - Retirement Treatment	6
E. Termination by the Company Other Than for Cause	6
1. General	6
2. Prior Satisfaction of Age and Service Criteria for Full Vesting	7
3. Important Notes	7
a. Sale of Business Unit	7
b. Constructive Discharge	8
F. All Other Terminations	8
G. Date of Termination of Employment	8
H. Conditions for All or a Portion of the Award to Remain Outstanding Following a Termination of Employment	9
1. Waiver and Release Agreement	9
2. Waiver and Release and Restrictive Covenants Agreement	9
I. Determination of Pro-Rata Calculation upon Termination of Employment	10
J. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax	10
IV. CHANGE IN CONTROL PROVISIONS	14



V. DEFINITIONS	15
VI. ADDITIONAL PROVISIONS	18
A. Additional Provisions—General	18
1. Administrative Rules	18
2. Amendment	18
3. Limitations	18
4. Cancellation or Clawback of Awards	18
5. Governing Law; Choice of Forum	19
6. Severability; Captions	19
7. Electronic Delivery and Acceptance	19
8. Waiver	20
B. Additional Provisions—Outside of the United States	20
1. Changes to Delivery	20
2. Amendment and Modification	20
VII. QUESTIONS AND ADDITIONAL INFORMATION	21

I. BACKGROUND

An award (“ Award ”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “ Plan ”), subject to your acceptance as described in Section II.A.1. The Award type, the number of shares of Marsh & McLennan Companies, Inc. (“ Marsh & McLennan Companies ”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award are specified in materials provided to you by Global & Executive Compensation (“ Grant Documentation ”). The Award is also subject to the terms and conditions set forth herein (the “ Terms and Conditions ”). For employees outside the United States, the Award is subject to additional terms and conditions as set forth in the country-specific notices (the “ Country-Specific Notices ”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices (if applicable), and the Plan will be referred to herein as the “ Award Documentation ”. As used herein, “ Common Stock ” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II. AWARDS

A. General.

Award Acceptance. The grant of this Award is contingent upon your acceptance in the manner specified in the Grant Documentation of these Terms and Conditions, the Country-Specific Notices (if applicable), and your execution of the Waiver and Release Agreement as described in Section II.A.3. by [DATE]. If you decline the Award, do not accept the Award, do not execute the Waiver and Release Agreement, revoke the Waiver and Release Agreement or do not accept any applicable documents described in the preceding sentence by [DATE] and in the manner specified in the Grant Documentation, then the Award will be cancelled as of the grant date of the Award.


2.	Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the

rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

Waiver and Release Agreement. As described in Section II.A.1., you must execute and not revoke the Waiver and Release Agreement (“ Waiver and Release Agreement ”) provided previously to you in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and be in compliance with the Waiver and Release Agreement in order for the Award to become distributable to you whether or not you are employed by the Company (as defined in Section V.D.) at that time. Failure to timely execute the Waiver and Release Agreement by [DATE] or failure to timely execute or reaffirm and comply with the Waiver and Release Agreement as described in Section III.H.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company.

B. Stock Units.


1.	General. A restricted stock unit (“ Stock Unit ”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.

Vesting. Subject to your continued employment, 33-1/3% of the Stock Units will vest on [DATES]. Each date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is a “ Scheduled Vesting Date .” In the event of your termination of employment, the occurrence of your Permanent Disability (as defined in Section V.G.) or the occurrence of a “ Change in Control ” (as defined in the Plan) prior to a Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. or Section IV., as applicable. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.G.


3.	Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “ Dividend Equivalent ”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with

no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.


4.	Delivery.


a.	Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable following the Scheduled Vesting Date, and in no event later than 60 days following the Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B.


b.	The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after delivery of the shares of Common Stock described in II.B.4.a above, and in no event later than 60 days following the Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B.


c.	The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C.


d.	Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries’ or affiliates’ obligations under the Award.


e.	Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.J.

C. Satisfaction of Tax Obligations.


1.	Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more

detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.


3.	Non-U.S. Employees.

Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or upon delivery of cash in respect of a Dividend Equivalent.

Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer may retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.

III. EMPLOYMENT EVENTS


A.	Death. In the event your employment is terminated because of your death, all of the unvested Stock Units that are outstanding as of such termination of employment will fully vest and will be distributed within 60 days following such termination of employment.


B.	Permanent Disability. Upon the occurrence of your Permanent Disability, all of the unvested Stock Units that are outstanding as of the occurrence of your Permanent Disability will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1.

For the avoidance of doubt, if the occurrence of your Permanent Disability occurs on a Scheduled Vesting Date, distribution will occur as soon as practicable following such Scheduled Vesting Date as described in Section II.B.4.

Termination by You Outside of the European Union - Age and Service Treatment. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) or the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then:

If you have satisfied the Age and Service Criteria for Pro-Rata Vesting but not the Age and Service Criteria for Full Vesting, upon such termination of employment, a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled.


2.	If you have satisfied the Age and Service Criteria for Full Vesting, upon such termination of employment, all of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding and be distributed as soon as practicable following the

next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1.

For the avoidance of doubt, for purposes of each of Sections III.C.1. and 2., if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur as soon as practicable following such Scheduled Vesting Date as described in Section II.B.4. For the further avoidance of doubt, Section III.E. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.C.).

Termination by You Within the European Union - Retirement Treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.H.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then upon your termination of employment a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) until the later to occur of the next Scheduled Vesting Date or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, and will be distributed as soon as practicable, and in no event later than 60 days thereafter; provided that you have satisfied the conditions described in Section III.H.1. Prior to distribution, Marsh & McLennan Companies in its sole discretion may ask you to reaffirm the existence of the facts and factors upon which the determination to provide retirement treatment was made. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, Section III.E.1. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause. For the further avoidance of doubt, if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur within 60 days following such Scheduled Vesting Date (or, if later, within 60 days following the determination by the Retirement Treatment Committee that you are eligible for retirement treatment).

E. Termination by the Company Other Than for Cause.


1.	General. Except as otherwise provided in Sections III.E.2. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, a pro-rata portion of the unvested Stock Units that are outstanding as of such

termination of employment will remain outstanding (as described in Section III.I) and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4., provided that you have satisfied the conditions described in Section III.H.2. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, this Section III.E.1. shall apply regardless of whether you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company.

Prior Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, and on or before your termination of employment you satisfy the Age and Service Criteria for Full Vesting, all of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.2. For the avoidance of doubt, this section III.E.2. shall not apply (and rather Section III.E.1. shall apply) if you are determined by the Company, in its sole discretion, to be employed within the European Union.

For the avoidance of doubt, if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur as soon as practicable following such Scheduled Vesting Date as described in Section II.B.4.


3.	Important Notes.

Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“ Employing Company ”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.


b.	Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

All Other Terminations. For all other terminations of employment not described in Sections III.A. through E. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C., or your resignation without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.G.

G. Date of Termination of Employment.


1.	If Section III.G.2. does not apply to you, then for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.I., your employment will be treated as having terminated on your last day of employment with the Company.

If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.F., your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Section II.B.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company.


H.	Conditions for All or a Portion of the Award to Remain Outstanding Following a Termination of Employment

Waiver and Release Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C. or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.D., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) the Waiver and Release Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C. and no later than 60 days following vesting if your termination of employment is pursuant to Section III.D., or (b) comply with the Waiver and Release Agreement or to continue to be in compliance with the Waiver and Release Agreement as of the delivery date (as described in Section II.B.4.) or, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.E., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or continue to be in compliance with the applicable agreement as of the delivery date (as described in Section II.B.4.) and, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.


I.	Determination of Pro-Rata Calculation upon Termination of Employment.

The pro-rata portion of the unvested Stock Units that are outstanding as of a termination of employment that will become distributable under certain circumstances described in Section III. will be determined using the following formula:

where

A = the number of Stock Units covered by the Award;

B = the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.G.1.;

C = the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date; and

D = the number of Stock Units that have previously vested.


J.	Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.).

For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.I.). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “ Committee ”) intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect

Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code.


2.	Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to the Company in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the average level of services that you provided to the Company in the preceding 36 months (or shorter period of service if, for example, your total service with the Company is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.

Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.


4.	Notwithstanding any other provision herein other than Section III.J.6., (and any dividend equivalents payable with respect to the Stock Units)

If you have satisfied the Age and Service Criteria for Pro-Rata Vesting at any time prior to [DATE] and you do not satisfy the Age and Service Criteria for Full Vesting at any time prior to [DATE], then for each Scheduled Vesting Date following the date that you satisfy the Age and Service Criteria for Pro-Rata Vesting, shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year in which the Scheduled Vesting Date occurs.


b.	If you first satisfy the Age and Service Criteria for Full Vesting in calendar year [YEAR], then shares of Common Stock and/or cash pursuant to Section II.B.4. with respect to the [DATE] Scheduled Vesting Date will be delivered by [DATE].


c.	If your employment is terminated on or after March 1 but on or before December 31 in any year pursuant to Section III.B. (Permanent Disability), C.1. (Age and Service Pro-rata Vesting), or E. (Termination Other Than for Cause), then shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year following the year of such termination.


5.	Notwithstanding any provision herein, for distributions of Stock Units or cash attributable to such Stock Units that are subject to one or more Employment-Related Actions (as defined in Section V.E.) where you have not satisfied, and would not satisfy, the Age and Service Criteria for Full Vesting prior to [DATE]:

With respect to Stock Units, no later than March 15 ^th of the year following the year in which the substantial risk of forfeiture (as determined under Section 409A of the Code) (the “ Substantial Risk of Forfeiture ”) lapses with respect to such Stock Units, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such

delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

With respect to a cash payment attributable to Stock Units, to the extent that such payment will not be made by March 15 ^th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to such payment, such payment shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such March 15 ^th and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.


6.	Notwithstanding any provision herein, with respect to distributions of Stock Units or cash attributable to such Stock Units (i) where you have satisfied or would satisfy the Age and Service Criteria for Full Vesting prior to [DATE] and (ii) where such distributions are subject to one or more Employment-Related Actions:

With respect to Stock Units, no later than December 31 ^st of the year in which Scheduled Vesting Date occurs, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and


b.	With respect to a cash payment attributable to Stock Units, to the extent any such payment will not be made by December 31 ^st of the year in which the Scheduled Vesting Date occurs, any payment that relates to such Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of

the Marsh & McLennan Companies) for your benefit on or before such December 31 ^st and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.


7.	Nothing in this Section III.J. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law.

IV. CHANGE IN CONTROL PROVISIONS

Upon the occurrence of a Change in Control, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2., subject to earlier vesting or forfeiture pursuant to Section III.; provided that upon your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in V.F.), during the 24-month period following such Change in Control, all unvested Stock Units that are outstanding as of your termination of employment will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section IV.B. Notwithstanding the foregoing, if the Stock Units are not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Stock Units will fully vest immediately prior to the Change in Control and will be distributed as soon as practicable following vesting and in no event later than 60 days following vesting.

In the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60

days following your termination of employment, or failure to comply with the waiver and release agreement and be in compliance with the agreement, if applicable, as of the delivery date as described in II.B.4., will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your termination of employment you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C., or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D., any unvested Stock Units covered by the Award will be treated as described in this Section IV.; provided that you have satisfied the conditions described in Section IV.B.

V. DEFINITIONS

As used in these Terms and Conditions:


A.	“Age and Service Criteria for Full Vesting” shall mean you are at least age 65 and have a minimum of one year of service with the Company. For the avoidance of doubt, Age and Service Criteria for Full Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.


B.	“Age and Service Criteria for Pro-Rata Vesting” shall mean you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For the avoidance of doubt, Age and Service Criteria for Pro-Rata Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.


C.	“Cause” shall mean:


1.	willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;


2.	willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good ;


3.	commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or crime involving moral turpitude;


4.	unlawful use (including being under the influence) or possession of illegal drugs;


5.	any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or


6.	any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.


D.	“Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.


E.	“Employment-Related Action” shall mean the execution and effectiveness of a release of claims and/or a restrictive covenant.


F.	“Good Reason” shall mean any one of the following events without your written consent:


1.	material reduction in your base salary;


2.	material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);


3.	material diminution of your duties, responsibilities or authority; or


4.	relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with

such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

“Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.


H.	“Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.


I .	“Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation).


J.	Additional Definitions.

The terms below are defined on the following pages:



Award	1
Award Documentation	1
Change in Control	2
Committee	10
Common Stock	1
Country-Specific Notices	1
Dividend Equivalent	2
Employing Company	7
Grant Documentation	1
Marsh & McLennan Companies	1
Plan	1
Restrictive Covenants Agreement	2
Scheduled Vesting Date	2
Stock Unit	2
Substantial Risk of Forfeiture	12
Terms and Conditions	1

VI. ADDITIONAL PROVISIONS


A.	Additional Provisions-General

Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.


3.	Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.


4.	Cancellation or Clawback of Awards.


a.	Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award.


b.	If (i) Section III.G.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.F. and such

termination of employment occurs within 60 days following a Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on such Scheduled Vesting Date pursuant to Section II.B.4. and (iv) the date of your termination of employment as determined pursuant to Section III.G.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following such Scheduled Vesting Date.

If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


6.	Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.


7.	Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the

Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.

Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.


B.	Additional Provisions-Outside of the United States

Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees, or, delivering or paying out the Award as soon as practicable following a termination of employment. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.

Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII. QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or Grant Documentation or if you would like an account statement detailing the number of shares of Common Stock covered by the Award and the vesting date(s) of the Award, or any other information, please contact:

Global & Executive Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036-2774

United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation and in the Waiver and Release Agreement; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation and the Waiver and Release Agreement constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices (if applicable), and your execution of the Waiver and Release Agreement by [DATE]. If you decline the Award, do not accept the Award, do not execute the Waiver and Release Agreement, revoke the Waiver and Release Agreement or do not accept any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.

/s/Laurie Ledford

Laurie Ledford

SVP, Chief Human Resources Officer

Exhibit 10.3

Waiver and Release Agreement

I, J. Michael Bischoff, in consideration of the award of restricted stock units with a grant date fair value of $600,000 on April 1, 2016 (the “Award”), which I acknowledge is sufficient consideration to support this Waiver and Release Agreement (“Agreement”), agree to accept the Award in full resolution and satisfaction of, and hereby irrevocably and unconditionally release and forever discharge Marsh & McLennan Companies, Inc. (the “Company”) and its past and present, direct and indirect parents, subsidiaries, affiliates, divisions, predecessors, successors, assigns and representatives, and all of its or their respective past and present benefit and severance plans, plan administrators, insurers, agents, shareholders, officers, directors, employees, attorneys and representatives, whether acting as agents or in individual capacities (collectively, the “Releasees”) with respect to any and all agreements, promises, rights, liabilities, claims and demands of any kind whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, fixed or contingent, apparent or concealed, that I, my heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever existing, accruing, arising or occurring at any time on or prior to the date I execute this Agreement, including, without limitation,

(i) any and all rights and claims arising out of or relating to my employment, compensation and benefits with the Company, the termination of my employment with the Company, and any change in position or status with the Company or any of its affiliates;

(ii) any and all rights under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan and under any other severance pay plan of the Company or any of the Releasees;

(iii) any and all rights or claims under any prior agreements between me and the Company or any of the Releasees, including, without limitation, the Letter Agreement, dated November 21, 2013 and effective as of March 20, 2013, between me and the Company, as amended dated June 6, 2014 and effective as of May 14, 2014 (the “Letter Agreement”), and the Letter Agreement, dated September 19, 2012, between me and the Company;

(iv) fraud, whistleblower, public policy, defamation, disparagement and other personal injury and tort claims; and

(v) claims under any federal, state or municipal employee benefit, wage payment, discrimination or fair employment practices law, statute or regulation ( e.g. , claims based on race, color, sex, religion, age, national origin, disability, sexual orientation, or veteran, marital or citizenship status) law, and claims for costs, expenses and attorneys’ fees with respect thereto, including, without limitation, any and all rights and claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Worker Adjustment Retraining and Notification Act, the Sarbanes-Oxley Act, and the Family and Medical Leave Act, as such laws have been or may be amended.

Nothing in this Agreement releases or diminishes any of my obligations under Sections 3(b) and (c) of the Letter Agreement, which shall continue in full force and effect in accordance with its terms, or under the Non-Competition and Non-Solicitation Agreement, dated as of November 21, 2013, between me and the Company. Nothing in this Agreement releases or diminishes any vested monies or other vested benefits to which I may be entitled from, under, or pursuant to any incentive, savings, stock, retirement or compensation plan of the Company or the Releasees, or my right, if any, to obtain contribution and/or indemnification, as permitted by applicable law and Company by-laws. In addition, this Agreement does not release any claims that I cannot lawfully release, and does not prohibit me from filing a charge with any government administrative agency (such as the EEOC) as long as I do not personally seek reinstatement, damages, remedies or other relief as to any claim that I have released, any right to which I hereby waive. Further, this Agreement is not intended to and does not affect any rights or claims I may have arising after the date that I execute this Agreement.

This Agreement shall inure to the benefit of and shall be binding upon and enforceable by each and all of the Releasees.

I acknowledge that: before signing this Agreement, I was given a period of twenty-one (21) days in which to review and consider it; I have, in fact, carefully reviewed this Agreement and the terms and conditions of the Award; and that I am entering into the Agreement voluntarily and of my own free will. Further, I am advised to consult with an attorney before signing this Agreement. I acknowledge that, to the extent I wished to do so, I have consulted with an attorney. I represent, warrant and agree that, if I choose to execute this Agreement before the end of the 21-day period, I do so with the understanding that I am choosing not to exercise my right to take the full 21-day period to consider this Agreement and the Award, that such early execution was not induced by fraud, misrepresentation or a threat to withdraw or alter the Award prior to the expiration of the 21-day period, that such early execution was completely knowing and voluntary, and that I had reasonable and ample time in which to review this Agreement and the Award with the advice of counsel.

I agree that, for a period of seven (7) days after I sign this Agreement, I have the right to revoke it by providing written notice to Peter J. Beshar, Executive Vice President & General Counsel, Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas, 44 ^th Floor, New York, New York 10036. For this revocation to be effective, written notice must be received by Mr. Beshar no later than the close of business on the eighth (8 ^th ) day after I sign this Agreement. Notwithstanding anything contained herein to the contrary, this Agreement will not become fully effective and enforceable until after the expiration of the seven-day revocation period.

Accepted and Agreed:

/s/J, Michael Bischoff 4/5/16

J. Michael Bischoff (Date)



		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

Exhibit 10.4

Julio A. Portalatin

[Address]

[City, State Zip Code]

Subject: Terms of Employment

Dear Julio:

This second amendment to the Letter Agreement, dated November 21, 2013, between you and Marsh & McLennan Companies, Inc. (the “ Initial Letter Agreement ”), as amended on June 6, 2014 (the “ First Amendment ” and, together with the Initial Letter Agreement, the “ Letter Agreement ”) revises the terms and conditions of your employment by Mercer Consulting Group, Inc. The Letter Agreement will continue to govern your employment except as specified below:


1.	Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.

The terms of this second amendment are effective as of May 18, 2016. Please acknowledge your agreement with the terms of the Letter Agreement, as amended by this second amendment, by signing and dating the enclosed copy and returning it to me on or before June 24, 2016.

Sincerely,

/s/ Daniel S. Glaser

Daniel S. Glaser

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Julio A. Portalatin

(Signature)

06/24/16

(Date)

June 10, 2016

Julio A. Portalatin

Page 2

Exhibit A



Board or Committee Memberships	Hofstra University Board of Trustees
Annual Base Salary	$900,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Target bonus of $1,800,000 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, 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. Target award of $2,500,000 (based on grant date fair value), commencing with the award made in 2017.



		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

Exhibit 10.5

June 10, 2016

Peter Zaffino

[Address]

[City, State Zip Code]

Subject: Terms of Employment

Dear Peter:

This second amendment to the Letter Agreement, dated November 21, 2013, between you and Marsh & McLennan Companies, Inc. (the “ Initial Letter Agreement ”), as amended on June 6, 2014 (the “ First Amendment ” and, together with the Initial Letter Agreement, the “ Letter Agreement ”), revises the terms and conditions of your employment by Marsh LLC. The Letter Agreement will continue to govern your employment except as specified below:


1.	Your title is Chairman of the Risk and Insurance Services segment and Chief Executive Officer of Marsh LLC.


2.	Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.

Sincerely,

/s/ Daniel S. Glaser

Daniel S. Glaser

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ Peter Zaffino

(Signature)

06/24/16

(Date)

June 10, 2016

Peter Zaffino

Page 2

Exhibit A



Board or Committee Memberships	Ÿ New York Police & Fire Widows’ & Children’s Benefit Fund Ÿ National Advisory Board of Youth INC Ÿ The Michael J. Fox Foundation
Annual Base Salary	$1,000,000
Annual Target Bonus Opportunity	Bonus awards are discretionary. Target bonus of $2,250,000 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, the Risk and Insurance Services segment’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. Target award of $3,750,000 (based on grant date fair value), commencing with the award made in 2017.

Exhibit 10.6

Description of Compensation Arrangements for Independent Directors

Effective June 1, 2016, which will be the start of the Board’s annual pay cycle, Marsh & McLennan Companies, Inc. (the “Company”) will compensate its independent directors as follows:

Basic Annual Retainer . All independent directors will receive a basic annual retainer of $110,000.

Annual Stock Grant . On June 1 of each year, all independent directors will receive an annual grant of the Company’s common stock with a market value of $160,000 on the grant date.

Supplemental Annual Retainers for Audit and Compensation Committee Chairs . The chairs of the Board’s audit and compensation committees will each receive a supplemental annual retainer of $25,000.

Supplemental Annual Retainers for Committee Chairs . The chairs of the Board’s finance, directors and governance and corporate responsibility committees will each receive a supplemental annual retainer of $15,000.

Supplemental Annual Retainer for Non-Executive Chairman . The Board’s independent chairman will receive a supplemental annual retainer of $200,000.

Under the terms of the Company’s Directors’ Stock Compensation Plan, each director may elect to receive his or her basic annual retainer and any supplemental annual retainer in cash, common stock or a combination thereof.

Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries

Ratio of Earnings to Fixed Charges

(In millions, except ratios)



	Six Months Ended June 30, 2016		Years Ended December 31,
	(Unaudited)			2015		2014		2013		2012		2011
Earnings
Income before income taxes	$	1,367		$	2,307	$	2,057	$	1,973	$	1,696	$	1,404
Interest expense	94			163		165		167		181		199
Portion of rents representative of the interest factor	72			127		131		134		139		143
	$	1,533		$	2,597	$	2,353	$	2,274	$	2,016	$	1,746
Fixed Charges
Interest expense	$	94		$	163	$	165	$	167	$	181	$	199
Portion of rents representative of the interest factor	72			127		131		134		139		143
	$	166		$	290	$	296	$	301	$	320	$	342
Ratio of Earnings to Fixed Charges	9.2			9.0		7.9		7.6		6.3		5.1

Exhibit 31.1

CERTIFICATIONS

I, Daniel S. Glaser, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	August 1, 2016	/s/ Daniel S. Glaser
		Daniel S. Glaser
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Mark C. McGivney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	August 1, 2016	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 of Marsh & McLennan Companies, Inc. (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Daniel S. Glaser, the President and Chief Executive Officer, and Mark C. McGivney, Chief Financial Officer, of Marsh & McLennan Companies, Inc. each certifies that, to the best of his knowledge:


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 1, 2016	/s/ Daniel S. Glaser
		Daniel S. Glaser
		President and Chief Executive Officer



Date:	August 1, 2016	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer