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Delaware
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36-2668272
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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New York Stock Exchange
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Chicago Stock Exchange
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London Stock Exchange
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Large Accelerated Filer
x
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Accelerated Filer
¨
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Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
¨
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Emerging Growth Company
¨
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•
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our ability to successfully consummate, integrate or achieve the intended benefits of the acquisition of JLT;
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•
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the impact of any investigations, reviews, market studies or other activity by regulatory or law enforcement authorities, including the ongoing investigations by the European and Brazilian competition authorities;
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•
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the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other claims against us;
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•
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our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information, particularly given the large volume of our vendor network and the need to patch software vulnerabilities;
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•
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our ability to compete effectively and adapt to changes in the competitive environment, including to respond to disintermediation, digital disruption and other types of innovation;
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•
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the financial and operational impact of complying with laws and regulations where we operate, including cybersecurity and data privacy regulations such as the E.U.’s General Data Protection Regulation, anticorruption laws and trade sanctions regimes;
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•
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the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate, including the impact and uncertainty around Brexit or the inability to collect on our receivables;
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•
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the regulatory, contractual and reputational risks that arise based on insurance placement activities and various broker and consulting revenue streams;
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•
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our ability to manage risks associated with our investment management and related services business, including potential conflicts of interest between investment consulting and fiduciary management services;
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•
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our ability to successfully recover if we experience a business continuity problem due to cyberattack,natural disaster or otherwise;
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•
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the impact of changes in tax laws, guidance and interpretations, including related to certain provisions of the U.S. Tax Cuts and Jobs Act, or disagreements with tax authorities;
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•
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the impact of fluctuations in foreign exchange and interest rates on our results; and
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•
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the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact of the adoption of the revenue recognition, pension and lease accounting standards.
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TABLE OF CONTENTS
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PART I
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Item 1 —
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Item 1A —
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Item 1B —
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Item 2 —
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Item 3 —
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Item 4 —
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PART II
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Item 5 —
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Item 6 —
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Item 7 —
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Item 7A —
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Item 8 —
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Item 9 —
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Item 9A —
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Item 9B —
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PART III
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Item 10 —
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Item 11 —
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Item 12 —
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Item 13 —
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Item 14 —
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PART IV
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Item 15 —
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Item 16 —
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Signatures
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•
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Risk and Insurance Services
includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. The Company conducts business in this segment through Marsh and Guy Carpenter.
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•
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Consulting
includes health, wealth and career services and products, and specialized management, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group.
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•
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MMA
offers a broad range of commercial property and casualty products and services, as well as solutions for employee health and benefits, retirement and administration needs and a growing personal lines business in the United States and Canada. Since its first acquisition in 2009, MMA has acquired 70 agencies. MMA provides advice on insurance program structure and market dynamics, along with industry expertise and transactional capability.
|
•
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Jelf
(acquired in December 2015)
and
Bluefin
(acquired in December 2016 and largely integrated into Jelf) service more than 250,000 clients, primarily in the small to mid-market segment across the United Kingdom, and offer high quality technical advice, bespoke products and distinctive services including claims consultancy, employee health and benefit, personal lines solutions and risk management. As a result of these acquisitions, Marsh is now a leading SME (small and medium enterprise) broker in the United Kingdom
.
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•
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Victor Insurance Holdings
is one of the largest underwriting managers of professional liability and specialty insurance programs worldwide. In the United States, Victor O. Schinnerer & Co. and ICAT Managers offer risk management and insurance solutions to over 125,000 insureds through a national third-party distribution network of licensed brokers. ENCON Group Inc., a leading managing general agent in Canada with over 43,000 insureds, offers professional liability and construction insurance, as well as group and retiree benefits programs and claims handling for individuals, professionals, organizations and businesses. Victor has a growing business in the UK (where it was formerly known as Bluefin Underwriting) and Europe, where new businesses have been launched in the Netherlands, Italy and Germany.
|
•
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Dovetail Insurance
is
a leading provider of cloud-based insurance services and transaction processing tailored to the U.S. small commercial market. Dovetail deploys an advanced cloud-based technology platform that enables independent insurance agents, on behalf of their small business clients, to obtain online quotes from multiple insurance providers and bind property and casualty and workers compensation insurance policies in real time.
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•
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Actuarial
. Oliver Wyman offers actuarial consulting services to public and private enterprises, self-insured group organizations, insurance companies, government entities, insurance regulatory agencies and other organizations.
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•
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Corporate Finance & Restructuring.
Oliver Wyman provides an array of capabilities to support investment decision making by private equity funds, hedge funds, sovereign wealth funds, investment banks, commercial banks, arrangers, strategic investors and insurers.
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•
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Digital
. Oliver Wyman has a dedicated cross-industry team helping clients capitalize on the opportunities created by digital technology and addressing the strategic threats.
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•
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OW Labs
. OW Labs applies innovative approaches to technology to drive business impact for its clients. The mission of OW Labs is to help clients to unleash the power of the information they already have or could capture - essentially to become knowledge-powered businesses - and through that to drive competitive advantage and sustained impact.
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•
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Operations.
Oliver Wyman offers market-leading IT organization design, IT economics management, Lean Six Sigma principles and methodologies, and sourcing expertise to clients across a broad range of industries.
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•
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Organizational Effectiveness.
Our Organizational Effectiveness capability brings together deep functional expertise and industry knowledge to enable the whole organization to work in service of its strategic vision and to address the most pressing organizational, people, and change issues.
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•
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Payments.
Oliver Wyman draws on years of industry-shaping work in the Financial Services and Retail industries, deep digital expertise, and renowned research partners at Celent, to help clients - from banks/issuers, to payments providers, to retailers - to build growth strategies, form effective partnerships, optimize costs, and manage risk.
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•
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Pricing, Sales, and Marketing.
We help organizations drive top-line and margin growth through outstanding strategy and decision making on pricing, marketing optimization, and best practices on sales effectiveness.
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•
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Risk Management.
Oliver Wyman works with chief financial officers, chief risk officers, and other senior finance and risk management executives of corporations and financial institutions on risk management solutions. Oliver Wyman provides effective, customized solutions to the challenges presented by the evolving roles, needs and priorities of these individuals and organizations.
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•
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Strategy
. Oliver Wyman is a leading provider of corporate strategy advice and solutions in the areas of growth strategy and corporate portfolio; non-organic growth and M&A; performance improvement; business design and innovation; corporate center and shared services; and strategic planning.
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•
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Sustainability Center
. The Sustainability Center at Oliver Wyman supports leading companies and governments around the world in their efforts to foster economic growth while encouraging more responsible use of natural resources and environmental protection.
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•
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the retention of key colleagues and clients;
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•
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failure to implement our business plan for the combined business or to achieve anticipated revenue or profitability targets;
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•
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delays or difficulties in completing the integration of acquired companies or assets;
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•
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higher than expected costs, lower than expected cost savings and/or a need to allocate resources to manage unexpected operating difficulties;
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•
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issues in integrating information and technology, accounting, tax, financial reporting, human resources, and other systems;
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•
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assumption of unknown liabilities, or other unanticipated issues, expenses and liabilities;
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•
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weaknesses and vulnerabilities in an acquired entity’s information systems, either before or after the acquisition, which could expose us to unexpected liabilities or make our own systems more vulnerable to a cyber-attack;
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•
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changes in applicable laws and regulations, including changes in tax laws and any changes in the U.K. and Europe related to Brexit;
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•
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diversion of attention and resources of management;
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•
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promoting or retaining a positive corporate culture;
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•
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retaining and obtaining required regulatory approvals, licenses and permits;
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•
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for acquisitions in which the acquired company’s financial performance is incorporated into our financial results, either in full or in part, the dependence on the acquired company’s accounting, financial reporting and similar systems, controls and processes;
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•
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the difficulty of implementing the required controls, procedures and policies appropriate for a U.S. public company, including compliance with the requirements under the Sarbanes-Oxley Act of 2002, and the potential for significant deficiencies or material weaknesses related to controls and procedures, particularly for acquisitions of companies headquartered outside the U.S.;
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•
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the ability to receive dividends and other payments from newly acquired companies; and
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•
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compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, including the U.S. Foreign Corrupt Practices Act and U.S. sanctions laws
.
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•
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the number of client engagements during a quarter;
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•
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the possibility that clients may decide to delay or terminate a current or anticipated project as a result of factors unrelated to our work product or progress;
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•
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fluctuations in hiring and utilization rates and clients' ability to terminate engagements without penalty;
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•
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the impact of changes in accounting standards or in our accounting estimates or assumptions, including from the adoption of the revenue recognition, pension or lease accounting standards;
|
•
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the impact of fair value changes in the FX Contract for the JLT Transaction;
|
•
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the impact on us or our clients of changes in legislation, regulation and legal guidance or interpretations in the jurisdictions in which we operate, including with respect to the TCJA;
|
•
|
seasonality due to the impact of regulatory deadlines, policy renewals and other timing factors to which our clients are subject;
|
•
|
the success of our acquisitions or investments;
|
•
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macroeconomic factors such as changes in foreign exchange rates, interest rates and global securities markets, particularly in the case of Mercer, where fees in its investments business and certain other business lines are derived from the value of assets under management or administration; and
|
•
|
general economic conditions, including factors beyond our control affecting economic conditions such as severe weather or other catastrophic events, since results of operations are directly affected by the levels of business activity of our clients, which in turn are affected by the level of economic activity in the industries and markets that they serve.
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•
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economic and political conditions in the countries in which we operate;
|
•
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client concentration in certain high-growth countries in which we operate;
|
•
|
the length of payment cycles and potential difficulties in collecting accounts receivable;
|
•
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unexpected increases in taxes or changes in U.S. or foreign tax laws, rulings, policies or related legal and regulatory interpretations, including recent international initiatives to require multinational enterprises, like ours, to report profitability on a country-by-country basis, which could increase scrutiny by, or cause disagreements with, foreign tax authorities;
|
•
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potential transfer pricing-related tax exposures that may result from the flow of funds among our subsidiaries and affiliates in the various jurisdictions in which we operate;
|
•
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withholding or other taxes that foreign governments may impose on the payment of dividends or other remittances to us from our non-U.S. subsidiaries;
|
•
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potential conflicts of interest that may arise as we expand the scope of our businesses and our client base;
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•
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international hostilities, international trade disputes, terrorist activities, natural disasters and infrastructure disruptions;
|
•
|
local investment or other financial restrictions that foreign governments may impose;
|
•
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potential lawsuits, investigations, market studies, reviews or other activity by foreign regulatory or law enforcement authorities or legislatively appointed commissions, which may result in potential modifications to our businesses, related private litigation or increased scrutiny from U.S. or other regulators;
|
•
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potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law;
|
•
|
potential costs and difficulties in complying, or monitoring compliance, with foreign and U.S. laws and regulations that are applicable to our operations abroad, including trade sanctions laws relating to countries such as Cuba, Iran, Russia, Sudan and Syria and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010;
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•
|
limitations or restrictions that foreign or U.S. governments and regulators may impose on the products or services we sell, the methods by which we sell our products and services and the manner in which and the amounts we are compensated;
|
•
|
limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries;
|
•
|
engaging and relying on third parties to perform services on behalf of the Company; and
|
•
|
potential difficulties in monitoring employees in geographically dispersed locations.
|
•
|
our ability to transition consultants promptly from completed projects to new assignments, and to engage newly-hired consultants quickly in revenue-generating activities;
|
•
|
our ability to continually secure new business engagements, particularly because a portion of our work is project-based rather than recurring in nature;
|
•
|
our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces;
|
•
|
our ability to manage attrition;
|
•
|
unanticipated changes in the scope of client engagements;
|
•
|
the potential for conflicts of interest that might require us to decline client engagements that we otherwise would have accepted;
|
•
|
our need to devote time and resources to sales, training, professional development and other non-billable activities;
|
•
|
the potential disruptive impact of acquisitions and dispositions; and
|
•
|
general economic conditions.
|
•
|
clients' perception of our ability to add value through our services;
|
•
|
market demand for the services we provide;
|
•
|
our ability to develop new services and the introduction of new services by competitors;
|
•
|
the pricing policies of our competitors;
|
•
|
the extent to which our clients develop in-house or other capabilities to perform the services that they might otherwise purchase from us; and
|
•
|
general economic conditions.
|
|
|
2018
Stock Price Range
|
|
2017
Stock Price Range
|
||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
First Quarter
|
|
$85.94
|
|
$78.69
|
|
$75.52
|
|
$66.75
|
Second Quarter
|
|
$84.52
|
|
$78.60
|
|
$80.47
|
|
$71.79
|
Third Quarter
|
|
$87.89
|
|
$81.38
|
|
$84.32
|
|
$76.68
|
Fourth Quarter
|
|
$89.59
|
|
$74.30
|
|
$86.54
|
|
$80.12
|
Full Year
|
|
$89.59
|
|
$74.30
|
|
$86.54
|
|
$66.75
|
Period
|
|
Total Number
of Shares
(or Units)
Purchased
|
|
Average Price
Paid per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate Dollar Value)
of Shares (or Units) that May
Yet Be Purchased
Under the Plans or Programs
|
||||||
Oct 1-31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
865,752,978
|
|
Nov 1-30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
865,752,978
|
|
Dec 1-31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
865,752,978
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
865,752,978
|
|
For the Years Ended December 31,
(In millions, except per share figures)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
Revenue
|
$
|
14,950
|
|
|
$
|
14,024
|
|
|
$
|
13,211
|
|
|
$
|
12,893
|
|
|
$
|
12,951
|
|
Expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and Benefits
|
8,605
|
|
|
8,085
|
|
|
7,694
|
|
|
7,569
|
|
|
7,692
|
|
|||||
Other Operating Expenses
|
3,584
|
|
|
3,284
|
|
|
3,086
|
|
|
3,140
|
|
|
3,135
|
|
|||||
Operating Expenses
|
12,189
|
|
|
11,369
|
|
|
10,780
|
|
|
10,709
|
|
|
10,827
|
|
|||||
Operating Income
(a)
|
2,761
|
|
|
2,655
|
|
|
2,431
|
|
|
2,184
|
|
|
2,124
|
|
|||||
Other net benefits credits
(b)
|
215
|
|
|
201
|
|
|
233
|
|
|
235
|
|
|
177
|
|
|||||
Interest Income
|
11
|
|
|
9
|
|
|
5
|
|
|
13
|
|
|
21
|
|
|||||
Interest Expense
|
(290
|
)
|
|
(237
|
)
|
|
(189
|
)
|
|
(163
|
)
|
|
(165
|
)
|
|||||
Cost of Extinguishment of Debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|||||
Investment (loss) income
|
(12
|
)
|
|
15
|
|
|
—
|
|
|
38
|
|
|
37
|
|
|||||
Acquisition Related Derivative Contracts
|
(441
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income Before Income Taxes
|
2,244
|
|
|
2,643
|
|
|
2,480
|
|
|
2,307
|
|
|
2,057
|
|
|||||
Income Tax Expense
(c)
|
574
|
|
|
1,133
|
|
|
685
|
|
|
671
|
|
|
586
|
|
|||||
Income From Continuing Operations
|
1,670
|
|
|
1,510
|
|
|
1,795
|
|
|
1,636
|
|
|
1,471
|
|
|||||
Discontinued Operations, Net of Tax
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Net Income Before Non-Controlling Interests
|
1,670
|
|
|
1,512
|
|
|
1,795
|
|
|
1,636
|
|
|
1,497
|
|
|||||
Less: Net Income Attributable to Non-Controlling Interests
|
20
|
|
|
20
|
|
|
27
|
|
|
37
|
|
|
32
|
|
|||||
Net Income Attributable to the Company
|
$
|
1,650
|
|
|
$
|
1,492
|
|
|
$
|
1,768
|
|
|
$
|
1,599
|
|
|
$
|
1,465
|
|
Basic Net Income Per Share Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations
|
$
|
3.26
|
|
|
$
|
2.91
|
|
|
$
|
3.41
|
|
|
$
|
3.01
|
|
|
$
|
2.64
|
|
Income From Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|||||
Net Income Attributable to the Company
|
$
|
3.26
|
|
|
$
|
2.91
|
|
|
$
|
3.41
|
|
|
$
|
3.01
|
|
|
$
|
2.69
|
|
Average Number of Shares Outstanding
|
506
|
|
|
513
|
|
|
519
|
|
|
531
|
|
|
545
|
|
|||||
Diluted Income Per Share Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations
|
$
|
3.23
|
|
|
$
|
2.87
|
|
|
$
|
3.38
|
|
|
$
|
2.98
|
|
|
$
|
2.61
|
|
Discontinued Operations, Net of Tax Per Share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
|||||
Net Income Attributable to the Company
|
$
|
3.23
|
|
|
$
|
2.87
|
|
|
$
|
3.38
|
|
|
$
|
2.98
|
|
|
$
|
2.65
|
|
Average Number of Shares Outstanding
|
511
|
|
|
519
|
|
|
524
|
|
|
536
|
|
|
553
|
|
|||||
Dividends Paid Per Share
|
$
|
1.58
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
|
$
|
1.18
|
|
|
$
|
1.06
|
|
Return on Average Equity
|
22
|
%
|
|
22
|
%
|
|
27
|
%
|
|
23
|
%
|
|
19
|
%
|
|||||
Year-End Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
1,010
|
|
|
$
|
1,300
|
|
|
$
|
802
|
|
|
$
|
1,336
|
|
|
$
|
1,856
|
|
Total assets
|
$
|
21,578
|
|
|
$
|
20,429
|
|
|
$
|
18,190
|
|
|
$
|
18,216
|
|
|
$
|
17,793
|
|
Long-term debt
|
$
|
5,510
|
|
|
$
|
5,225
|
|
|
$
|
4,495
|
|
|
$
|
4,402
|
|
|
$
|
3,368
|
|
Total equity
|
$
|
7,584
|
|
|
$
|
7,442
|
|
|
$
|
6,272
|
|
|
$
|
6,602
|
|
|
$
|
7,133
|
|
Total shares outstanding (net of treasury shares)
|
504
|
|
|
509
|
|
|
514
|
|
|
522
|
|
|
540
|
|
|||||
Other Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of employees
|
66,000
|
|
|
64,000
|
|
|
60,000
|
|
|
60,000
|
|
|
57,000
|
|
|||||
Stock price ranges—
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. exchanges — High
|
$
|
89.59
|
|
|
$
|
86.54
|
|
|
$
|
69.77
|
|
|
$
|
59.99
|
|
|
$
|
58.74
|
|
— Low
|
$
|
74.30
|
|
|
$
|
66.75
|
|
|
$
|
50.81
|
|
|
$
|
50.90
|
|
|
$
|
44.25
|
|
(a)
|
Includes the impact of net restructuring costs of $161 million, $40 million, $44 million, $28 million, and $12 million in 2018, 2017, 2016, 2015 and 2014, respectively.
|
(b)
|
Reflects the adoption of ASC 715 on January 1, 2018, which changed the presentation of net periodic pension cost and net periodic postretirement cost. The Company has restated prior years for this new presentation.
|
(c)
|
Income tax expense in 2017 includes a $460 million provisional charge related to the enactment of U.S. tax reform.
|
•
|
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. The Company conducts business in this segment through Marsh and Guy Carpenter.
|
•
|
Consulting
includes health, wealth and career consulting services and products, and specialized management, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group.
|
For the Years Ended December 31,
(In millions, except per share figures)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Revenue
|
$
|
14,950
|
|
|
$
|
14,024
|
|
|
$
|
13,211
|
|
Expense
|
|
|
|
|
|
||||||
Compensation and Benefits
|
8,605
|
|
|
8,085
|
|
|
7,694
|
|
|||
Other Operating Expenses
|
3,584
|
|
|
3,284
|
|
|
3,086
|
|
|||
Operating Expenses
|
12,189
|
|
|
11,369
|
|
|
10,780
|
|
|||
Operating Income
|
$
|
2,761
|
|
|
$
|
2,655
|
|
|
$
|
2,431
|
|
Income from Continuing Operations
|
$
|
1,670
|
|
|
$
|
1,510
|
|
|
$
|
1,795
|
|
Discontinued Operations, Net of Tax
|
—
|
|
|
2
|
|
|
—
|
|
|||
Net Income Before Non-Controlling Interests
|
$
|
1,670
|
|
|
$
|
1,512
|
|
|
$
|
1,795
|
|
Net Income Attributable to the Company
|
$
|
1,650
|
|
|
$
|
1,492
|
|
|
$
|
1,768
|
|
Basic net income per share
|
|
|
|
|
|
||||||
– Continuing operations
|
$
|
3.26
|
|
|
$
|
2.91
|
|
|
$
|
3.41
|
|
– Net income attributable to the Company
|
$
|
3.26
|
|
|
$
|
2.91
|
|
|
$
|
3.41
|
|
Diluted net income per share
|
|
|
|
|
|
||||||
– Continuing operations
|
$
|
3.23
|
|
|
$
|
2.87
|
|
|
$
|
3.38
|
|
– Net income attributable to the Company
|
$
|
3.23
|
|
|
$
|
2.87
|
|
|
$
|
3.38
|
|
Average number of shares outstanding
|
|
|
|
|
|
||||||
– Basic
|
506
|
|
|
513
|
|
|
519
|
|
|||
– Diluted
|
511
|
|
|
519
|
|
|
524
|
|
|||
Shares outstanding at December 31,
|
504
|
|
|
509
|
|
|
514
|
|
•
|
In connection with the Transaction, to hedge the risk of appreciation of the GBP-denominated purchase price relative to the U.S. dollar, in September 2018, the Company entered into a deal contingent foreign exchange contract (the "FX Contract") to, solely upon consummation of the Transaction, purchase £5.2 billion and sell a corresponding amount of U.S. dollars at a contracted
exchange rate. The FX Contract is discussed in Note 11 to the consolidated financial statements. An unrealized loss of $325 million related to the fair value changes to this derivative has been recognized in the consolidated statement of income for the year ended December 31, 2018, largely due to the depreciation of the GBP from September 2018. The Company expects to record fair value gains and losses, which may be significant, through its income statement until the completion of the Transaction.
|
•
|
To secure funding for the Transaction, the Company entered into a bridge loan agreement with aggregate commitments of £5.2 billion in September 2018. The Company paid approximately $35 million of customary upfront fees related to the bridge loan, which are being amortized as interest expense based on the period of time the facility is expected to be in effect. The Company recorded interest expense of approximately $30 million for the year ended December 31, 2018 related to the amortization of the bridge loan fees. The commitments under the bridge loan agreement were reduced by £3.79 billion as a result of a $5 billion aggregate amount of senior notes issued in January 2019.
|
•
|
In addition, to hedge the economic risk of increases in interest rates prior to its issuance of senior notes in January 2019, in the fourth quarter of 2018, the Company entered into Treasury lock contracts related to $2 billion of the expected debt. These economic hedges were not designated as accounting hedges
.
The Company recorded an unrealized loss of $116 million related to the changes in the fair value of these derivatives in the consolidated statement of income for the year
|
•
|
The Company owns approximately 33% of the common stock of Alexander Forbes ("AF"), a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. Based on the duration of time and the extent to which the shares traded below their cost, the Company concluded the decline in value of the investment was other than temporary and recorded a charge of $83 million in the 2018 consolidated statement of income.
|
•
|
Pension Settlement charge – The Defined Benefit Pension Plans in the U.K. allow participants an option for the payment of a lump sum distribution from plan assets before retirement in full satisfaction of the retirement benefits due to the participant as well as any survivor’s benefit. The Company’s policy under applicable U.S. GAAP is to treat these lump sum payments as a partial settlement of the plan liability if they exceed the sum of service cost plus interest cost components of net period pension cost of a plan for the year ("settlement thresholds"). The amount of lump sum payments through December 31, 2018 exceeded the settlement thresholds in two of the U.K. plans. The Company recorded non-cash settlement charges, primarily related to these plans of $42 million in December 2018 in the consolidated statement of income, of which approximately 90% impacted Risk and Insurance Services.
|
•
|
U.S. tax reform – On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"). The TCJA provides for a reduction in the U.S. corporate tax rate to 21% and the creation of a territorial tax system. The TCJA also changes the deductibility of certain expenses, primarily executive officers compensation. An aggregate charge of $460 million was recorded in the fourth quarter of 2017 as a result of the enactment of the TCJA. The TCJA provides for a transition to the territorial system through a deemed repatriation tax (the "transition tax") on undistributed earnings of non-U.S. subsidiaries. The Company recorded a provisional charge of $240 million in the fourth quarter of 2017 as an estimate of U.S. transition taxes and ancillary effects, including state taxes and foreign withholding taxes related to the change in permanent reinvestment status with respect to our pre-2018 foreign earnings. This transition tax is payable over eight years. The reduction of the U.S. corporate tax rate from 35% to 21%, reduces the value of the U.S. deferred tax assets and liabilities, accordingly, a net charge of $220 million was also recorded in the fourth quarter of 2017 in the consolidated statement of income.
|
•
|
Pension Settlement charge – Similar to the item discussed above, the Company recorded a non-cash settlement charge, primarily related to its U.K. plans of $54 million in 2017, of which approximately 85% impacted Risk and Insurance Services.
|
(In millions of dollars, except percentages)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
8,228
|
|
|
$
|
7,630
|
|
|
$
|
7,143
|
|
Compensation and Benefits
|
4,485
|
|
|
4,171
|
|
|
3,904
|
|
|||
Other Operating Expenses
|
1,879
|
|
|
1,728
|
|
|
1,658
|
|
|||
Operating Expenses
|
6,364
|
|
|
5,899
|
|
|
5,562
|
|
|||
Operating Income
|
$
|
1,864
|
|
|
$
|
1,731
|
|
|
$
|
1,581
|
|
Operating Income Margin
|
22.7
|
%
|
|
22.7
|
%
|
|
22.1
|
%
|
(In millions of dollars, except percentages)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
6,779
|
|
|
$
|
6,444
|
|
|
$
|
6,112
|
|
Compensation and Benefits
|
3,760
|
|
|
3,573
|
|
|
3,450
|
|
|||
Other Operating Expenses
|
1,920
|
|
|
1,761
|
|
|
1,624
|
|
|||
Operating Expenses
|
5,680
|
|
|
5,334
|
|
|
5,074
|
|
|||
Operating Income
|
$
|
1,099
|
|
|
$
|
1,110
|
|
|
$
|
1,038
|
|
Operating Income Margin
|
16.2
|
%
|
|
17.2
|
%
|
|
17.0
|
%
|
|
|
|
|
|
|
|
Payment due by Period
|
||||||||||||||||||
Contractual Obligations
(In millions of dollars)
|
Total
|
|
|
Within
1 Year
|
|
|
1-3
Years
|
|
|
4-5
Years
|
|
|
After 5
Years
|
|
|||||
Current portion of long-term debt
|
$
|
314
|
|
|
$
|
314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
5,548
|
|
|
—
|
|
|
1,032
|
|
|
1,132
|
|
|
3,384
|
|
|||||
Interest on long-term debt
|
2,473
|
|
|
224
|
|
|
414
|
|
|
330
|
|
|
1,505
|
|
|||||
Net operating leases
|
2,071
|
|
|
329
|
|
|
574
|
|
|
447
|
|
|
721
|
|
|||||
Service agreements
|
259
|
|
|
189
|
|
|
51
|
|
|
15
|
|
|
4
|
|
|||||
Other long-term obligations
|
359
|
|
|
109
|
|
|
197
|
|
|
53
|
|
|
—
|
|
|||||
Total
|
$
|
11,024
|
|
|
$
|
1,165
|
|
|
$
|
2,268
|
|
|
$
|
1,977
|
|
|
$
|
5,614
|
|
|
Total Company
|
|
U.S.
|
|
ROW
|
|||
Assumed Rate of Return on Plan Assets
|
5.74
|
%
|
|
7.95
|
%
|
|
4.87
|
%
|
Discount Rate
|
3.48
|
%
|
|
4.45
|
%
|
|
2.89
|
%
|
|
0.5 Percentage
Point Increase
|
|
0.5 Percentage
Point Decrease
|
||||||||||||
(In millions of dollars)
|
U.S.
|
|
|
U.K.
|
|
|
U.S.
|
|
|
U.K.
|
|
||||
Assumed Rate of Return on Plan Assets
|
$
|
(22
|
)
|
|
$
|
(40
|
)
|
|
$
|
22
|
|
|
$
|
40
|
|
Discount Rate
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of dollars)
|
December 31, 2018
|
|
|
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits
|
$
|
1,066
|
|
Fiduciary cash and investments
|
$
|
5,001
|
|
For the Years Ended December 31,
|
|
|
|
|
|
|
||||||
(In millions, except per share figures)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Revenue
|
|
$
|
14,950
|
|
|
$
|
14,024
|
|
|
$
|
13,211
|
|
Expense:
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
8,605
|
|
|
8,085
|
|
|
7,694
|
|
|||
Other operating expenses
|
|
3,584
|
|
|
3,284
|
|
|
3,086
|
|
|||
Operating expenses
|
|
12,189
|
|
|
11,369
|
|
|
10,780
|
|
|||
Operating income
|
|
2,761
|
|
|
2,655
|
|
|
2,431
|
|
|||
Other net benefits credits
|
|
215
|
|
|
201
|
|
|
233
|
|
|||
Interest income
|
|
11
|
|
|
9
|
|
|
5
|
|
|||
Interest expense
|
|
(290
|
)
|
|
(237
|
)
|
|
(189
|
)
|
|||
Investment (loss) income
|
|
(12
|
)
|
|
15
|
|
|
—
|
|
|||
Acquisition related derivative contracts
|
|
(441
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
|
2,244
|
|
|
2,643
|
|
|
2,480
|
|
|||
Income tax expense
|
|
574
|
|
|
1,133
|
|
|
685
|
|
|||
Income from continuing operations
|
|
1,670
|
|
|
1,510
|
|
|
1,795
|
|
|||
Discontinued operations, net of tax
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Net income before non-controlling interests
|
|
1,670
|
|
|
1,512
|
|
|
1,795
|
|
|||
Less: Net income attributable to non-controlling interests
|
|
20
|
|
|
20
|
|
|
27
|
|
|||
Net income attributable to the Company
|
|
$
|
1,650
|
|
|
$
|
1,492
|
|
|
$
|
1,768
|
|
Basic net income per share
|
|
|
|
|
|
|
||||||
– Continuing operations
|
|
$
|
3.26
|
|
|
$
|
2.91
|
|
|
$
|
3.41
|
|
– Net income attributable to the Company
|
|
$
|
3.26
|
|
|
$
|
2.91
|
|
|
$
|
3.41
|
|
Diluted net income per share
|
|
|
|
|
|
|
||||||
– Continuing operations
|
|
$
|
3.23
|
|
|
$
|
2.87
|
|
|
$
|
3.38
|
|
– Net income attributable to the Company
|
|
$
|
3.23
|
|
|
$
|
2.87
|
|
|
$
|
3.38
|
|
Average number of shares outstanding
|
|
|
|
|
|
|
||||||
– Basic
|
|
506
|
|
|
513
|
|
|
519
|
|
|||
– Diluted
|
|
511
|
|
|
519
|
|
|
524
|
|
|||
Shares outstanding at December 31,
|
|
504
|
|
|
509
|
|
|
514
|
|
For the Years Ended December 31,
(In millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net income before non-controlling interests
|
$
|
1,670
|
|
|
$
|
1,512
|
|
|
$
|
1,795
|
|
Other comprehensive (loss) income, before tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(529
|
)
|
|
717
|
|
|
(742
|
)
|
|||
Unrealized investment (loss) income
|
—
|
|
|
(7
|
)
|
|
21
|
|
|||
(Loss) gain related to pension/post-retirement plans
|
(91
|
)
|
|
408
|
|
|
(119
|
)
|
|||
Other comprehensive (loss) income, before tax
|
(620
|
)
|
|
1,118
|
|
|
(840
|
)
|
|||
Income tax (credit) expense on other comprehensive (loss) income
|
(30
|
)
|
|
68
|
|
|
33
|
|
|||
Other comprehensive (loss) income, net of tax
|
(590
|
)
|
|
1,050
|
|
|
(873
|
)
|
|||
Comprehensive income
|
1,080
|
|
|
2,562
|
|
|
922
|
|
|||
Less: Comprehensive income attributable to non-controlling interests
|
20
|
|
|
20
|
|
|
27
|
|
|||
Comprehensive income attributable to the Company
|
$
|
1,060
|
|
|
$
|
2,542
|
|
|
$
|
895
|
|
December 31,
|
|
|
|
||||
(In millions, except share figures)
|
2018
|
|
|
2017
|
|
||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,066
|
|
|
$
|
1,205
|
|
Receivables
|
|
|
|
||||
Commissions and fees
|
3,984
|
|
|
3,777
|
|
||
Advanced premiums and claims
|
79
|
|
|
65
|
|
||
Other
|
366
|
|
|
401
|
|
||
|
4,429
|
|
|
4,243
|
|
||
Less-allowance for doubtful accounts and cancellations
|
(112
|
)
|
|
(110
|
)
|
||
Net receivables
|
4,317
|
|
|
4,133
|
|
||
Other current assets
|
551
|
|
|
224
|
|
||
Total current assets
|
5,934
|
|
|
5,562
|
|
||
Goodwill
|
9,599
|
|
|
9,089
|
|
||
Other intangible assets
|
1,437
|
|
|
1,274
|
|
||
Fixed assets, net
|
701
|
|
|
712
|
|
||
Pension related assets
|
1,688
|
|
|
1,693
|
|
||
Deferred tax assets
|
680
|
|
|
669
|
|
||
Other assets
|
1,539
|
|
|
1,430
|
|
||
|
$
|
21,578
|
|
|
$
|
20,429
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
314
|
|
|
$
|
262
|
|
Accounts payable and accrued liabilities
|
2,234
|
|
|
2,083
|
|
||
Accrued compensation and employee benefits
|
1,778
|
|
|
1,718
|
|
||
Acquisition related derivatives
|
441
|
|
|
—
|
|
||
Accrued income taxes
|
157
|
|
|
199
|
|
||
Total current liabilities
|
4,924
|
|
|
4,262
|
|
||
Fiduciary liabilities
|
5,001
|
|
|
4,847
|
|
||
Less – cash and investments held in a fiduciary capacity
|
(5,001
|
)
|
|
(4,847
|
)
|
||
|
—
|
|
|
—
|
|
||
Long-term debt
|
5,510
|
|
|
5,225
|
|
||
Pension, postretirement and postemployment benefits
|
1,911
|
|
|
1,888
|
|
||
Liability for errors and omissions
|
287
|
|
|
301
|
|
||
Other liabilities
|
1,362
|
|
|
1,311
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued
|
—
|
|
|
—
|
|
||
Common stock, $1 par value, authorized
|
|
|
|
||||
1,600,000,000 shares, issued 560,641,640 shares at December 31, 2018 and December 31, 2017
|
561
|
|
|
561
|
|
||
Additional paid-in capital
|
817
|
|
|
784
|
|
||
Retained earnings
|
14,347
|
|
|
13,140
|
|
||
Accumulated other comprehensive loss
|
(4,647
|
)
|
|
(4,043
|
)
|
||
Non-controlling interests
|
73
|
|
|
83
|
|
||
|
11,151
|
|
|
10,525
|
|
||
Less – treasury shares, at cost, 56,804,468 shares at December 31, 2018 and 51,930,135 shares at December 31, 2017
|
(3,567
|
)
|
|
(3,083
|
)
|
||
Total equity
|
7,584
|
|
|
7,442
|
|
||
|
$
|
21,578
|
|
|
$
|
20,429
|
|
For the Years Ended December 31,
|
|
|
|
|
|
||||||
(In millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Operating cash flows:
|
|
|
|
|
|
||||||
Net income before non-controlling interests
|
$
|
1,670
|
|
|
$
|
1,512
|
|
|
$
|
1,795
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation and amortization of fixed assets and capitalized software
|
311
|
|
|
312
|
|
|
308
|
|
|||
Amortization of intangible assets
|
183
|
|
|
169
|
|
|
130
|
|
|||
Adjustments and payments related to contingent consideration liability
|
(4
|
)
|
|
(24
|
)
|
|
(33
|
)
|
|||
Loss (gain) on deconsolidation of entity
|
11
|
|
|
—
|
|
|
(11
|
)
|
|||
(Benefit) Provision for deferred income taxes
|
(39
|
)
|
|
396
|
|
|
68
|
|
|||
Loss (Gain) on investments
|
12
|
|
|
(15
|
)
|
|
—
|
|
|||
(Gain) Loss on disposition of assets
|
(48
|
)
|
|
10
|
|
|
6
|
|
|||
Share-based compensation expense
|
193
|
|
|
149
|
|
|
109
|
|
|||
Change in fair value of acquisition-related derivative contracts
|
441
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Net receivables
|
(78
|
)
|
|
(454
|
)
|
|
(154
|
)
|
|||
Other current assets
|
26
|
|
|
(3
|
)
|
|
(9
|
)
|
|||
Other assets
|
(37
|
)
|
|
(199
|
)
|
|
34
|
|
|||
Accounts payable and accrued liabilities
|
23
|
|
|
87
|
|
|
55
|
|
|||
Accrued compensation and employee benefits
|
68
|
|
|
63
|
|
|
2
|
|
|||
Accrued income taxes
|
(40
|
)
|
|
37
|
|
|
(21
|
)
|
|||
Contributions to pension and other benefit plans in excess of current year expense/credit
|
(291
|
)
|
|
(457
|
)
|
|
(279
|
)
|
|||
Other liabilities
|
9
|
|
|
406
|
|
|
(97
|
)
|
|||
Effect of exchange rate changes
|
18
|
|
|
(96
|
)
|
|
104
|
|
|||
Net cash provided by operations
|
2,428
|
|
|
1,893
|
|
|
2,007
|
|
|||
Financing cash flows:
|
|
|
|
|
|
||||||
Purchase of treasury shares
|
(675
|
)
|
|
(900
|
)
|
|
(800
|
)
|
|||
Net increase in commercial paper
|
—
|
|
|
—
|
|
|
50
|
|
|||
Proceeds from issuance of debt
|
591
|
|
|
987
|
|
|
347
|
|
|||
Repayments of debt
|
(263
|
)
|
|
(315
|
)
|
|
(12
|
)
|
|||
Payment of bridge loan fees
|
(35
|
)
|
|
—
|
|
|
—
|
|
|||
Shares withheld for taxes on vested units – treasury shares
|
(67
|
)
|
|
(49
|
)
|
|
(39
|
)
|
|||
Issuance of common stock from treasury shares
|
93
|
|
|
166
|
|
|
188
|
|
|||
Payments of deferred and contingent consideration for acquisitions
|
(117
|
)
|
|
(136
|
)
|
|
(98
|
)
|
|||
Distributions of non-controlling interests
|
(30
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|||
Dividends paid
|
(807
|
)
|
|
(740
|
)
|
|
(682
|
)
|
|||
Net cash used for financing activities
|
(1,310
|
)
|
|
(1,009
|
)
|
|
(1,067
|
)
|
|||
Investing cash flows:
|
|
|
|
|
|
||||||
Capital expenditures
|
(314
|
)
|
|
(302
|
)
|
|
(253
|
)
|
|||
Net sales (purchases) of long-term investments
|
4
|
|
|
(13
|
)
|
|
2
|
|
|||
Proceeds from sales of fixed assets
|
3
|
|
|
8
|
|
|
4
|
|
|||
Dispositions
|
110
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions
|
(884
|
)
|
|
(655
|
)
|
|
(813
|
)
|
|||
Other, net
|
(8
|
)
|
|
6
|
|
|
4
|
|
|||
Net cash used for investing activities
|
(1,089
|
)
|
|
(956
|
)
|
|
(1,056
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(168
|
)
|
|
251
|
|
|
(232
|
)
|
|||
(Decrease) Increase in cash and cash equivalents
|
(139
|
)
|
|
179
|
|
|
(348
|
)
|
|||
Cash and cash equivalents at beginning of year
|
1,205
|
|
|
1,026
|
|
|
1,374
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,066
|
|
|
$
|
1,205
|
|
|
$
|
1,026
|
|
For the Years Ended December 31,
|
|
|
|
|
|
||||||
(In millions, except per share figures)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
COMMON STOCK
|
|
|
|
|
|
||||||
Balance, beginning and end of year
|
$
|
561
|
|
|
$
|
561
|
|
|
$
|
561
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
784
|
|
|
$
|
842
|
|
|
$
|
861
|
|
Change in accrued stock compensation costs
|
66
|
|
|
63
|
|
|
44
|
|
|||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact
|
(35
|
)
|
|
(120
|
)
|
|
(63
|
)
|
|||
Other
|
2
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance, end of year
|
$
|
817
|
|
|
$
|
784
|
|
|
$
|
842
|
|
RETAINED EARNINGS
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
13,140
|
|
|
$
|
12,388
|
|
|
$
|
11,302
|
|
Net income attributable to the Company
|
1,650
|
|
|
1,492
|
|
|
1,768
|
|
|||
Cumulative effect of adoption of the revenue recognition standard (See Note 1)
|
364
|
|
|
—
|
|
|
—
|
|
|||
Cumulative effect of adoption of other accounting standards (See Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dividend equivalents declared - (per share amounts: $1.58 in 2018, $1.43 in 2017, and $1.30 in 2016)
|
(7
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
Dividends declared – (per share amounts: $1.58 in 2018, $1.43 in 2017, and $1.30 in 2016)
|
(800
|
)
|
|
(734
|
)
|
|
(675
|
)
|
|||
Balance, end of year
|
$
|
14,347
|
|
|
$
|
13,140
|
|
|
$
|
12,388
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
(4,043
|
)
|
|
$
|
(5,093
|
)
|
|
$
|
(4,220
|
)
|
Cumulative effect of adoption of the financial instruments standard (See Note 1)
|
(14
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) income, net of tax
|
(590
|
)
|
|
1,050
|
|
|
(873
|
)
|
|||
Balance, end of year
|
$
|
(4,647
|
)
|
|
$
|
(4,043
|
)
|
|
$
|
(5,093
|
)
|
TREASURY SHARES
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
(3,083
|
)
|
|
$
|
(2,506
|
)
|
|
$
|
(1,991
|
)
|
Issuance of shares under stock compensation plans and employee stock purchase plans
|
191
|
|
|
323
|
|
|
285
|
|
|||
Purchase of treasury shares
|
(675
|
)
|
|
(900
|
)
|
|
(800
|
)
|
|||
Balance, end of year
|
$
|
(3,567
|
)
|
|
$
|
(3,083
|
)
|
|
$
|
(2,506
|
)
|
NON-CONTROLLING INTERESTS
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
83
|
|
|
$
|
80
|
|
|
$
|
89
|
|
Net income attributable to non-controlling interests
|
20
|
|
|
20
|
|
|
27
|
|
|||
Distributions and other changes
|
(30
|
)
|
|
(17
|
)
|
|
(22
|
)
|
|||
Deconsolidation of subsidiary
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Balance, end of year
|
$
|
73
|
|
|
$
|
83
|
|
|
$
|
80
|
|
TOTAL EQUITY
|
$
|
7,584
|
|
|
$
|
7,442
|
|
|
$
|
6,272
|
|
December 31,
|
|
|
|
|
||||
(In millions of dollars)
|
|
2018
|
|
|
2017
|
|
||
Furniture and equipment
|
|
$
|
1,159
|
|
|
$
|
1,179
|
|
Land and buildings
|
|
377
|
|
|
385
|
|
||
Leasehold and building improvements
|
|
1,007
|
|
|
974
|
|
||
|
|
2,543
|
|
|
2,538
|
|
||
Less-accumulated depreciation and amortization
|
|
(1,842
|
)
|
|
(1,826
|
)
|
||
|
|
$
|
701
|
|
|
$
|
712
|
|
|
|
For the Year Ended December 31, 2018
|
||||||||||
|
|
As
Reported
|
|
Revenue Standard Impact
|
|
Legacy
GAAP
|
||||||
Revenue
|
|
$
|
14,950
|
|
|
$
|
2
|
|
|
$
|
14,952
|
|
Expense:
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits
|
|
8,605
|
|
|
17
|
|
|
8,622
|
|
|||
Other operating expenses
|
|
3,584
|
|
|
—
|
|
|
3,584
|
|
|||
Operating expenses
|
|
12,189
|
|
|
17
|
|
|
12,206
|
|
|||
Operating income
|
|
2,761
|
|
|
(15
|
)
|
|
2,746
|
|
|||
Other net benefit credits
|
|
215
|
|
|
—
|
|
|
215
|
|
|||
Interest income
|
|
11
|
|
|
—
|
|
|
11
|
|
|||
Interest expense
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
|||
Investment (loss) income
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Acquisition related derivative contracts
|
|
(441
|
)
|
|
—
|
|
|
(441
|
)
|
|||
Income before income taxes
|
|
2,244
|
|
|
(15
|
)
|
|
2,229
|
|
|||
Income tax expense
|
|
574
|
|
|
(4
|
)
|
|
570
|
|
|||
Net income before non-controlling interests
|
|
1,670
|
|
|
(11
|
)
|
|
1,659
|
|
|||
Less: Net income attributable to non-controlling interests
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
Net income attributable to the Company
|
|
$
|
1,650
|
|
|
$
|
(11
|
)
|
|
$
|
1,639
|
|
|
|
December 31, 2018
|
||||||||||
|
|
As Reported
|
|
Revenue Standard Impact
|
|
Legacy GAAP
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
1,066
|
|
|
$
|
—
|
|
|
$
|
1,066
|
|
Net receivables
|
|
4,317
|
|
|
(68
|
)
|
|
4,249
|
|
|||
Other current assets
|
|
551
|
|
|
(326
|
)
|
|
225
|
|
|||
Total current assets
|
|
5,934
|
|
|
(394
|
)
|
|
5,540
|
|
|||
Goodwill and intangible assets
|
|
11,036
|
|
|
—
|
|
|
11,036
|
|
|||
Fixed assets, net
|
|
701
|
|
|
—
|
|
|
701
|
|
|||
Pension related assets
|
|
1,688
|
|
|
—
|
|
|
1,688
|
|
|||
Deferred tax assets
|
|
680
|
|
|
107
|
|
|
787
|
|
|||
Other assets
|
|
1,539
|
|
|
(242
|
)
|
|
1,297
|
|
|||
TOTAL ASSETS
|
|
$
|
21,578
|
|
|
$
|
(529
|
)
|
|
$
|
21,049
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Short-term debt
|
|
$
|
314
|
|
|
$
|
—
|
|
|
$
|
314
|
|
Accounts payable and accrued liabilities
|
|
2,234
|
|
|
(129
|
)
|
|
2,105
|
|
|||
Accrued compensation and employee benefits
|
|
1,778
|
|
|
—
|
|
|
1,778
|
|
|||
Acquisition related derivatives
|
|
441
|
|
|
—
|
|
|
441
|
|
|||
Accrued income taxes
|
|
157
|
|
|
—
|
|
|
157
|
|
|||
Total current liabilities
|
|
4,924
|
|
|
(129
|
)
|
|
4,795
|
|
|||
Fiduciary liabilities
|
|
5,001
|
|
|
—
|
|
|
5,001
|
|
|||
Less - cash and investments held in a fiduciary capacity
|
|
(5,001
|
)
|
|
—
|
|
|
(5,001
|
)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt
|
|
5,510
|
|
|
—
|
|
|
5,510
|
|
|||
Pension, post-retirement and post-employment benefits
|
|
1,911
|
|
|
—
|
|
|
1,911
|
|
|||
Liabilities for errors and omissions
|
|
287
|
|
|
—
|
|
|
287
|
|
|||
Other liabilities
|
|
1,362
|
|
|
(25
|
)
|
|
1,337
|
|
|||
Total equity
|
|
7,584
|
|
|
(375
|
)
|
|
7,209
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
21,578
|
|
|
$
|
(529
|
)
|
|
$
|
21,049
|
|
|
|
Twelve Months Ended December 31, 2018
|
||||||||||
|
|
As Reported
|
|
Revenue Standard Impact
|
|
Legacy GAAP
|
||||||
Operating cash flows:
|
|
|
|
|
|
|
||||||
Net income before non-controlling interests
|
|
$
|
1,670
|
|
|
$
|
(11
|
)
|
|
$
|
1,659
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization of fixed assets and capitalized software
|
|
311
|
|
|
—
|
|
|
311
|
|
|||
Amortization of intangible assets
|
|
183
|
|
|
—
|
|
|
183
|
|
|||
Adjustments and payments related to contingent consideration liability
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Loss on deconsolidation of entity
|
|
11
|
|
|
—
|
|
|
11
|
|
|||
Benefit for deferred income taxes
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||
Loss on investments
|
|
12
|
|
|
—
|
|
|
12
|
|
|||
Gain on disposition of assets
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||
Change in fair value of acquisition related derivative contracts
|
|
441
|
|
|
—
|
|
|
441
|
|
|||
Share-based compensation expense
|
|
193
|
|
|
—
|
|
|
193
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Net receivables
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
|||
Other current assets
|
|
26
|
|
|
8
|
|
|
34
|
|
|||
Other assets
|
|
(37
|
)
|
|
12
|
|
|
(25
|
)
|
|||
Accounts payable and accrued liabilities
|
|
23
|
|
|
(7
|
)
|
|
16
|
|
|||
Accrued compensation and employee benefits
|
|
68
|
|
|
—
|
|
|
68
|
|
|||
Accrued income taxes
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||
Contributions to pension and other benefit plans in excess of current year expense/credit
|
|
(291
|
)
|
|
—
|
|
|
(291
|
)
|
|||
Other liabilities
|
|
9
|
|
|
(2
|
)
|
|
7
|
|
|||
Effect of exchange rate changes
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Net cash provided by operations
|
|
$
|
2,428
|
|
|
$
|
—
|
|
|
$
|
2,428
|
|
|
|
|
Adjustments
|
|
|
||||||||||||||
|
Balance at December 31, 2017
|
|
Revenue Recognition
|
|
Financial Instruments
|
|
Intra-Entity Transfer
|
|
Balance at January 1, 2018
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Receivables
|
$
|
4,133
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,201
|
|
Other Current Assets
|
224
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|||||
Other Assets
|
1,430
|
|
|
226
|
|
|
—
|
|
|
—
|
|
|
1,656
|
|
|||||
Deferred Tax Assets
|
669
|
|
|
(103
|
)
|
|
—
|
|
|
(14
|
)
|
|
552
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable and Accrued Liabilities
|
2,083
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
2,205
|
|
|||||
Other Liabilities
|
1,311
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Accumulated Comprehensive Income
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Retained Earnings
|
$
|
13,140
|
|
|
$
|
364
|
|
|
$
|
14
|
|
|
$
|
(14
|
)
|
|
$
|
13,504
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2018
|
|
|
2017
|
|
||
Marsh:
|
|
|
|
|
||||
EMEA
|
|
$
|
2,132
|
|
|
$
|
2,033
|
|
Asia Pacific
|
|
683
|
|
|
645
|
|
||
Latin America
|
|
400
|
|
|
404
|
|
||
Total International
|
|
3,215
|
|
|
3,082
|
|
||
U.S./Canada
|
|
3,662
|
|
|
3,322
|
|
||
Total Marsh
|
|
6,877
|
|
|
6,404
|
|
||
Guy Carpenter
|
|
1,286
|
|
|
1,187
|
|
||
Subtotal
|
|
8,163
|
|
|
7,591
|
|
||
Fiduciary interest income
|
|
65
|
|
|
39
|
|
||
Total Risk and Insurance Services
|
|
$
|
8,228
|
|
|
$
|
7,630
|
|
|
|
|
|
|
||||
Mercer:
|
|
|
|
|
||||
Defined Benefit Consulting & Administration
|
|
$
|
1,279
|
|
|
$
|
1,381
|
|
Investment Management & Related Services
|
|
906
|
|
|
767
|
|
||
Total Wealth
|
|
2,185
|
|
|
2,148
|
|
||
Health
|
|
1,735
|
|
|
1,648
|
|
||
Career
|
|
812
|
|
|
732
|
|
||
Total Mercer
|
|
4,732
|
|
|
4,528
|
|
||
Oliver Wyman
|
|
2,047
|
|
|
1,916
|
|
||
Total Consulting
|
|
$
|
6,779
|
|
|
$
|
6,444
|
|
(In millions)
|
|
December 31, 2018
|
January 1, 2018
|
||||
Contract Assets
|
|
$
|
112
|
|
$
|
128
|
|
Contract Liabilities
|
|
$
|
545
|
|
$
|
583
|
|
|
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Assets acquired, excluding cash
|
$
|
1,100
|
|
|
$
|
898
|
|
|
$
|
960
|
|
Liabilities assumed
|
(83
|
)
|
|
(134
|
)
|
|
(111
|
)
|
|||
Contingent/deferred purchase consideration
|
(133
|
)
|
|
(109
|
)
|
|
(36
|
)
|
|||
Net cash outflow for acquisitions
|
$
|
884
|
|
|
$
|
655
|
|
|
$
|
813
|
|
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Interest paid
|
$
|
264
|
|
|
$
|
199
|
|
|
$
|
178
|
|
Income taxes paid, net of refunds
|
$
|
632
|
|
|
$
|
583
|
|
|
$
|
642
|
|
For the Years Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Balance at beginning of year
|
$
|
110
|
|
|
$
|
96
|
|
|
$
|
87
|
|
Provision charged to operations
|
34
|
|
|
31
|
|
|
31
|
|
|||
Accounts written-off, net of recoveries
|
(24
|
)
|
|
(17
|
)
|
|
(20
|
)
|
|||
Effect of exchange rate changes and other
|
(8
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Balance at end of year
|
$
|
112
|
|
|
$
|
110
|
|
|
$
|
96
|
|
(In millions of dollars)
|
Unrealized Investment Gains (Losses)
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2018
|
$
|
14
|
|
|
$
|
(2,892
|
)
|
|
$
|
(1,165
|
)
|
|
$
|
(4,043
|
)
|
Cumulative effect of amended accounting standard
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||
Other comprehensive (loss) before reclassifications
|
—
|
|
|
(205
|
)
|
|
(529
|
)
|
|
(734
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
144
|
|
|
—
|
|
|
144
|
|
||||
Net current period other comprehensive (loss)
|
—
|
|
|
(61
|
)
|
|
(529
|
)
|
|
(590
|
)
|
||||
Balance as of December 31, 2018
|
$
|
—
|
|
|
$
|
(2,953
|
)
|
|
$
|
(1,694
|
)
|
|
$
|
(4,647
|
)
|
(In millions of dollars)
|
Unrealized Investment Gains (Losses)
|
|
Pension/Post-Retirement Plans Gains (Losses)
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2017
|
$
|
19
|
|
|
$
|
(3,232
|
)
|
|
$
|
(1,880
|
)
|
|
$
|
(5,093
|
)
|
Other comprehensive (loss) income before reclassifications
|
(5
|
)
|
|
160
|
|
|
715
|
|
|
870
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
||||
Net current period other comprehensive (loss) income
|
(5
|
)
|
|
340
|
|
|
715
|
|
|
1,050
|
|
||||
Balance as of December 31, 2017
|
$
|
14
|
|
|
$
|
(2,892
|
)
|
|
$
|
(1,165
|
)
|
|
$
|
(4,043
|
)
|
(In millions of dollars)
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Foreign currency translation adjustments (net of deferred tax asset of $15 in 2018 and deferred tax liability of $11 in 2017)
|
$
|
(1,694
|
)
|
|
$
|
(1,165
|
)
|
Net unrealized investment gains (net of deferred tax liability of $7 in 2017)
|
—
|
|
|
14
|
|
||
Net charges related to pension/post-retirement plans (net of deferred tax asset of $1,493 and $1,462 in 2018 and 2017, respectively)
|
(2,953
|
)
|
|
(2,892
|
)
|
||
|
$
|
(4,647
|
)
|
|
$
|
(4,043
|
)
|
•
|
February – MMA acquired Highsmith Insurance Agency, a North Carolina-based independent insurance brokerage firm.
|
•
|
March – Marsh acquired Hoken Soken, Inc., a Japan-based insurance agency.
|
•
|
May – Marsh acquired Mountlodge Limited, a Scotland-based independent insurance broker and Lorant Martínez Salas y Compañía Agente de Seguros y de Fianzas, S.A. de C.V., a Mexico-based multi-line insurance broker.
|
•
|
June – MMA acquired Bleakley Insurance Services, a California-based provider of employee benefits solutions; Klein Agency, Inc., a Minnesota-based surety and property/casualty agency; and Insurance Associates, Inc., a Maryland-based independent insurance agency.
|
•
|
August – Marsh acquired John L. Wortham & Son, L.P., a Houston-based independent insurance broker.
|
•
|
October – MMA acquired Eustis Insurance, Inc., a Louisiana-based insurance agency.
|
•
|
November – MMA acquired James P. Murphy & Associates, Inc., a Connecticut-based insurance agency.
|
•
|
December – MMA acquired Otis-Magie Insurance Agency, Inc., a Minnesota-based insurance agency, and Marsh acquired Hector Insurance PCC Ltd, a U.K.-based captive management company.
|
•
|
January – Oliver Wyman acquired Draw Ltd., a U.K.-based digital transformation agency.
|
•
|
March – Oliver Wyman acquired 8Works Limited, a U.K.-based design thinking consultancy.
|
•
|
May – Mercer acquired EverBe SAS, a France-based Workday implementer and advisory firm; and Evolve Intelligence Pty Ltd., an Australia-based talent strategy firm.
|
•
|
June – Mercer acquired India Life Capital Private Ltd., an India-based investment advisor.
|
•
|
November – Mercer acquired Induslynk Training Services Private Ltd., an India-based talent assessment company, Pavilion Financial Corp., a Canada-based investment services firm and Summit Strategies Inc., a Missouri-based investment consulting firm.
|
(In millions)
|
2018
|
|
|
Cash
|
$
|
910
|
|
Estimated fair value of deferred/contingent consideration
|
133
|
|
|
Total consideration
|
$
|
1,043
|
|
Allocation of purchase price:
|
|
||
Cash and cash equivalents
|
$
|
26
|
|
Accounts receivable, net
|
49
|
|
|
Other current assets
|
4
|
|
|
Property, plant, and equipment
|
8
|
|
|
Other intangible assets
|
405
|
|
|
Goodwill
|
626
|
|
|
Other assets
|
8
|
|
|
Total assets acquired
|
1,126
|
|
|
Current liabilities
|
37
|
|
|
Other liabilities
|
46
|
|
|
Total liabilities assumed
|
83
|
|
|
Net assets acquired
|
$
|
1,043
|
|
|
|
Amount
|
|
Weighted Average Amortization Period
|
||
Client relationships
|
|
$
|
378
|
|
|
13 years
|
Other (a)
|
|
27
|
|
|
5 years
|
|
|
|
$
|
405
|
|
|
|
•
|
January – Marsh & McLennan Agency ("MMA") acquired J. Smith Lanier & Co. ("JSL"), a privately held insurance brokerage firm providing insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S.
|
•
|
February – MMA acquired iaConsulting, a Texas-based employee benefits consulting firm.
|
•
|
March – MMA acquired Blakestad, Inc., a Minnesota-based private client and commercial lines insurance agency, and RJF Financial Services, a Minnesota-based retirement advisory firm.
|
•
|
May – MMA acquired Insurance Partners of Texas, a Texas-based employee benefits consulting firm.
|
•
|
August – Marsh acquired International Catastrophe Insurance Managers, LLC, a Colorado-based managing general agent providing property catastrophe insurance to business and homeowners, and MMA acquired Hendrick & Hendrick, Inc., a Texas-based insurance agency.
|
•
|
August – Mercer acquired Jaeson Associates, a Portugal-based talent management consulting organization.
|
•
|
December – Mercer acquired Promerit AG, a Germany-based consultancy specializing in HR digitalization and business and HR transformation and BFC Asset Management Co., Ltd., a Japan-based independently owned asset manager, focused on alternative investment strategies.
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Revenue
|
$
|
15,174
|
|
|
$
|
14,440
|
|
|
$
|
13,724
|
|
Income from continuing operations
|
$
|
1,680
|
|
|
$
|
1,516
|
|
|
$
|
1,787
|
|
Net income attributable to the Company
|
$
|
1,660
|
|
|
$
|
1,498
|
|
|
$
|
1,759
|
|
Basic net income per share:
|
|
|
|
|
|
||||||
– Continuing operations
|
$
|
3.28
|
|
|
$
|
2.92
|
|
|
$
|
3.39
|
|
– Net income attributable to the Company
|
$
|
3.28
|
|
|
$
|
2.92
|
|
|
$
|
3.39
|
|
Diluted net income per share:
|
|
|
|
|
|
||||||
– Continuing operations
|
$
|
3.25
|
|
|
$
|
2.88
|
|
|
$
|
3.36
|
|
– Net income attributable to the Company
|
$
|
3.25
|
|
|
$
|
2.89
|
|
|
$
|
3.36
|
|
(In millions of dollars)
|
2018
|
|
|
2017
|
|
||
Balance as of January 1, as reported
|
$
|
9,089
|
|
|
$
|
8,369
|
|
Goodwill acquired
|
626
|
|
|
551
|
|
||
Other adjustments
(a)
|
(116
|
)
|
|
169
|
|
||
Balance at December 31,
|
$
|
9,599
|
|
|
$
|
9,089
|
|
(In millions of dollars)
|
2018
|
|
2017
|
||||||||||||||||||||
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Gross
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
||||||
Client relationships
|
$
|
1,970
|
|
|
$
|
639
|
|
|
$
|
1,331
|
|
|
$
|
1,672
|
|
|
$
|
518
|
|
|
$
|
1,154
|
|
Other (a)
|
259
|
|
|
153
|
|
|
106
|
|
|
234
|
|
|
114
|
|
|
120
|
|
||||||
Amortized intangibles
|
$
|
2,229
|
|
|
$
|
792
|
|
|
$
|
1,437
|
|
|
$
|
1,906
|
|
|
$
|
632
|
|
|
$
|
1,274
|
|
For the Years Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Income before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
460
|
|
|
$
|
819
|
|
|
$
|
725
|
|
Other
|
1,784
|
|
|
1,824
|
|
|
1,755
|
|
|||
|
$
|
2,244
|
|
|
$
|
2,643
|
|
|
$
|
2,480
|
|
|
|
|
|
|
|
||||||
The expense for income taxes is comprised of:
|
|
|
|
|
|||||||
Current –
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
82
|
|
|
$
|
313
|
|
|
$
|
208
|
|
Other national governments
|
449
|
|
|
388
|
|
|
366
|
|
|||
U.S. state and local
|
82
|
|
|
36
|
|
|
43
|
|
|||
|
613
|
|
|
737
|
|
|
617
|
|
|||
Deferred –
|
|
|
|
|
|
||||||
U.S. Federal
|
(30
|
)
|
|
286
|
|
|
26
|
|
|||
Other national governments
|
(1
|
)
|
|
72
|
|
|
32
|
|
|||
U.S. state and local
|
(8
|
)
|
|
38
|
|
|
10
|
|
|||
|
(39
|
)
|
|
396
|
|
|
68
|
|
|||
Total income taxes
|
$
|
574
|
|
|
$
|
1,133
|
|
|
$
|
685
|
|
December 31,
|
|||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses not currently deductible
|
$
|
526
|
|
|
$
|
369
|
|
Differences related to non-U.S. operations
(a)
|
170
|
|
|
139
|
|
||
Accrued U.S. retirement benefits
|
406
|
|
|
394
|
|
||
Net operating losses
(b)
|
48
|
|
|
67
|
|
||
Income currently recognized for tax
|
20
|
|
|
49
|
|
||
Other
|
16
|
|
|
31
|
|
||
|
$
|
1,186
|
|
|
$
|
1,049
|
|
Deferred tax liabilities:
|
|
|
|
||||
Differences related to non-U.S. operations
|
$
|
287
|
|
|
$
|
235
|
|
Depreciation and amortization
|
342
|
|
|
338
|
|
||
Accrued retirement & postretirement benefits - non-U.S. operations
|
171
|
|
|
172
|
|
||
Capitalized expenses currently recognized for tax
|
78
|
|
|
—
|
|
||
Other
|
49
|
|
|
16
|
|
||
|
$
|
927
|
|
|
$
|
761
|
|
(a)
|
Net of valuation allowances of
$21 million
in
2018
and
$18 million
in
2017
.
|
(b)
|
Net of valuation allowances of
$45 million
in
2018
and
$11 million
in
2017
.
|
December 31,
|
|||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
||
Balance sheet classifications:
|
|
|
|
||||
Deferred tax assets
|
$
|
680
|
|
|
$
|
669
|
|
Other liabilities
|
$
|
421
|
|
|
$
|
381
|
|
For the Years Ended December 31,
|
2018
|
|
|
2017
|
|
|
2016
|
|
U.S. Federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
U.S. state and local income taxes—net of U.S. Federal income tax benefit
|
2.3
|
|
|
1.5
|
|
|
1.5
|
|
Differences related to non-U.S. operations
|
3.3
|
|
|
(8.6
|
)
|
|
(9.2
|
)
|
U.S. Tax Reform
|
(0.3
|
)
|
|
17.4
|
|
|
—
|
|
Equity compensation
|
(1.0
|
)
|
|
(2.6
|
)
|
|
—
|
|
Other
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
Effective tax rate
|
25.6
|
%
|
|
42.9
|
%
|
|
27.6
|
%
|
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Balance at January 1,
|
$
|
71
|
|
|
$
|
65
|
|
|
$
|
74
|
|
Additions, based on tax positions related to current year
|
6
|
|
|
1
|
|
|
2
|
|
|||
Additions for tax positions of prior years
|
6
|
|
|
14
|
|
|
6
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Settlements
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Lapses in statutes of limitation
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Balance at December 31,
|
$
|
78
|
|
|
$
|
71
|
|
|
$
|
65
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Discount rate (for expense)
|
3.07
|
%
|
|
3.40
|
%
|
|
3.21
|
%
|
|
3.64
|
%
|
Expected return on plan assets
|
5.83
|
%
|
|
6.64
|
%
|
|
—
|
|
|
—
|
|
Rate of compensation increase (for expense)
|
1.73
|
%
|
|
1.77
|
%
|
|
—
|
|
|
—
|
|
Discount rate (for benefit obligation)
|
3.48
|
%
|
|
3.07
|
%
|
|
3.65
|
%
|
|
3.21
|
%
|
Rate of compensation increase (for benefit obligation)
|
1.74
|
%
|
|
1.73
|
%
|
|
—
|
|
|
—
|
|
Combined U.S. and significant non-U.S. Plans
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
For the Years Ended December 31,
|
Benefits
|
|
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Service cost
|
$
|
34
|
|
|
$
|
76
|
|
|
$
|
178
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
463
|
|
|
497
|
|
|
537
|
|
|
3
|
|
|
4
|
|
|
5
|
|
||||||
Expected return on plan assets
|
(864
|
)
|
|
(921
|
)
|
|
(940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service (credit) cost
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
4
|
|
||||||
Recognized actuarial loss (gain)
|
146
|
|
|
167
|
|
|
168
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Net periodic benefit (credit) cost
|
$
|
(223
|
)
|
|
$
|
(183
|
)
|
|
$
|
(58
|
)
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
9
|
|
Curtailment (loss) gain
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
42
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total (credit) cost
|
$
|
(181
|
)
|
|
$
|
(130
|
)
|
|
$
|
(62
|
)
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
6,221
|
|
|
$
|
5,894
|
|
|
$
|
36
|
|
|
$
|
37
|
|
Interest cost
|
235
|
|
|
264
|
|
|
1
|
|
|
2
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
||||
Actuarial (gain) loss
|
(502
|
)
|
|
538
|
|
|
(1
|
)
|
|
3
|
|
||||
Benefits paid
|
(425
|
)
|
|
(475
|
)
|
|
(8
|
)
|
|
(9
|
)
|
||||
Benefit obligation, December 31
|
$
|
5,529
|
|
|
$
|
6,221
|
|
|
$
|
32
|
|
|
$
|
36
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
4,787
|
|
|
$
|
4,365
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Actual return on plan assets
|
(330
|
)
|
|
812
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
30
|
|
|
85
|
|
|
3
|
|
|
6
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
||||
Benefits paid
|
(425
|
)
|
|
(475
|
)
|
|
(8
|
)
|
|
(9
|
)
|
||||
Fair value of plan assets, December 31
|
$
|
4,062
|
|
|
$
|
4,787
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Net funded status, December 31
|
$
|
(1,467
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
(31
|
)
|
|
$
|
(34
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(28
|
)
|
|
$
|
(27
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Non-current liabilities
|
(1,439
|
)
|
|
(1,407
|
)
|
|
(29
|
)
|
|
(32
|
)
|
||||
Net liability recognized, December 31
|
$
|
(1,467
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
(31
|
)
|
|
$
|
(34
|
)
|
Amounts recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net actuarial (loss) gain
|
(1,896
|
)
|
|
(1,766
|
)
|
|
6
|
|
|
6
|
|
||||
Total recognized accumulated other comprehensive (loss) income, December 31
|
$
|
(1,896
|
)
|
|
$
|
(1,766
|
)
|
|
$
|
6
|
|
|
$
|
6
|
|
Cumulative employer contributions in excess of (less than) net periodic cost
|
429
|
|
|
332
|
|
|
(37
|
)
|
|
(40
|
)
|
||||
Net amount recognized in consolidated balance sheet
|
$
|
(1,467
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
(31
|
)
|
|
$
|
(34
|
)
|
Accumulated benefit obligation at December 31
|
$
|
5,529
|
|
|
$
|
6,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Reconciliation of prior service credit (cost) recognized in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Recognized as component of net periodic benefit cost
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Prior service cost, December 31
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Reconciliation of net actuarial (loss) gain recognized in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(1,766
|
)
|
|
$
|
(1,720
|
)
|
|
$
|
6
|
|
|
$
|
11
|
|
Recognized as component of net periodic benefit cost (credit)
|
55
|
|
|
37
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Liability experience
|
502
|
|
|
(538
|
)
|
|
1
|
|
|
(3
|
)
|
||||
Asset experience
|
(687
|
)
|
|
455
|
|
|
—
|
|
|
—
|
|
||||
Total (loss) gain recognized as change in plan assets and benefit obligations
|
(185
|
)
|
|
(83
|
)
|
|
1
|
|
|
(4
|
)
|
||||
Net actuarial (loss) gain, December 31
|
$
|
(1,896
|
)
|
|
$
|
(1,766
|
)
|
|
$
|
6
|
|
|
$
|
6
|
|
For the Years Ended December 31,
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive loss (income)
|
$
|
63
|
|
|
$
|
(10
|
)
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement
Benefits
|
||||
(In millions of dollars)
|
2019
|
|
|
2019
|
|
||
Net actuarial loss
|
$
|
44
|
|
|
$
|
1
|
|
|
U.S. Pension
Benefits
|
|
U.S. Postretirement Benefits
|
||||||||
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Discount rate (for expense)
|
3.86
|
%
|
|
4.58
|
%
|
|
3.67
|
%
|
|
4.12
|
%
|
Expected return on plan assets
|
7.95
|
%
|
|
7.95
|
%
|
|
—
|
|
|
—
|
|
Discount rate (for benefit obligation)
|
4.45
|
%
|
|
3.86
|
%
|
|
4.24
|
%
|
|
3.67
|
%
|
U.S. Plans only
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
For the Years Ended December 31,
|
|
||||||||||||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
235
|
|
|
264
|
|
|
264
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||||
Expected return on plan assets
|
(357
|
)
|
|
(357
|
)
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
||||||
Recognized actuarial loss (gain)
|
55
|
|
|
37
|
|
|
74
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Net periodic benefit (credit) cost
|
$
|
(67
|
)
|
|
$
|
(56
|
)
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
|
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
10,053
|
|
|
$
|
9,670
|
|
|
$
|
68
|
|
|
$
|
81
|
|
Service cost
|
34
|
|
|
76
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
228
|
|
|
233
|
|
|
2
|
|
|
2
|
|
||||
Employee contributions
|
2
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(450
|
)
|
|
(149
|
)
|
|
(8
|
)
|
|
—
|
|
||||
Plan amendments
|
44
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||
Effect of settlement
|
(162
|
)
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
||||
Effect of curtailment
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(290
|
)
|
|
(291
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Foreign currency changes
|
(491
|
)
|
|
703
|
|
|
(3
|
)
|
|
4
|
|
||||
Other
|
1
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, December 31
|
$
|
8,969
|
|
|
$
|
10,053
|
|
|
$
|
57
|
|
|
$
|
68
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
11,388
|
|
|
$
|
10,017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(141
|
)
|
|
875
|
|
|
—
|
|
|
—
|
|
||||
Effect of settlement
|
(162
|
)
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
82
|
|
|
229
|
|
|
3
|
|
|
3
|
|
||||
Employee contributions
|
2
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(290
|
)
|
|
(291
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Foreign currency changes
|
(573
|
)
|
|
749
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, December 31
|
$
|
10,306
|
|
|
$
|
11,388
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net funded status, December 31
|
$
|
1,337
|
|
|
$
|
1,335
|
|
|
$
|
(57
|
)
|
|
$
|
(68
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
1,687
|
|
|
$
|
1,684
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(5
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Non-current liabilities
|
(345
|
)
|
|
(343
|
)
|
|
(54
|
)
|
|
(64
|
)
|
||||
Net asset (liability) recognized, December 31
|
$
|
1,337
|
|
|
$
|
1,335
|
|
|
$
|
(57
|
)
|
|
$
|
(68
|
)
|
Amounts recognized in other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
(2
|
)
|
|
$
|
43
|
|
|
$
|
12
|
|
|
$
|
15
|
|
Net actuarial loss
|
(2,568
|
)
|
|
(2,646
|
)
|
|
(1
|
)
|
|
(10
|
)
|
||||
Total recognized accumulated other comprehensive (loss) income, December 31
|
$
|
(2,570
|
)
|
|
$
|
(2,603
|
)
|
|
$
|
11
|
|
|
$
|
5
|
|
Cumulative employer contributions in excess of (less than) net periodic cost
|
3,907
|
|
|
3,938
|
|
|
(68
|
)
|
|
(73
|
)
|
||||
Net asset (liability) recognized in consolidated balance sheets, December 31
|
$
|
1,337
|
|
|
$
|
1,335
|
|
|
$
|
(57
|
)
|
|
$
|
(68
|
)
|
Accumulated benefit obligation, December 31
|
$
|
8,752
|
|
|
$
|
9,783
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Reconciliation of prior service credit (cost) recognized in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
43
|
|
|
$
|
43
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Recognized as component of net periodic benefit credit:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Effect of curtailment
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized as component of net periodic benefit credit
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Plan amendments
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Exchange rate adjustments
|
1
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
||||
Prior service credit, December 31
|
$
|
(2
|
)
|
|
$
|
43
|
|
|
$
|
12
|
|
|
$
|
15
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Reconciliation of net actuarial (loss) gain recognized in accumulated other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(2,646
|
)
|
|
$
|
(3,081
|
)
|
|
$
|
(10
|
)
|
|
$
|
(11
|
)
|
Recognized as component of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Amortization of net loss
|
91
|
|
|
130
|
|
|
—
|
|
|
1
|
|
||||
Effect of settlement
|
42
|
|
|
54
|
|
|
—
|
|
|
—
|
|
||||
Total recognized as component of net periodic benefit credit
|
133
|
|
|
184
|
|
|
—
|
|
|
1
|
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Liability experience
|
450
|
|
|
149
|
|
|
8
|
|
|
—
|
|
||||
Asset experience
|
(648
|
)
|
|
311
|
|
|
—
|
|
|
—
|
|
||||
Other
|
3
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Effect of curtailment
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total amount recognized as change in plan assets and benefit obligations
|
(195
|
)
|
|
456
|
|
|
8
|
|
|
—
|
|
||||
Exchange rate adjustments
|
140
|
|
|
(205
|
)
|
|
1
|
|
|
—
|
|
||||
Net actuarial loss, December 31
|
$
|
(2,568
|
)
|
|
$
|
(2,646
|
)
|
|
$
|
(1
|
)
|
|
$
|
(10
|
)
|
For the Years Ended December 31,
|
Non-U.S. Pension
Benefits
|
|
Non-U.S. Postretirement
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive (income)
loss
|
$
|
(147
|
)
|
|
$
|
(513
|
)
|
|
$
|
21
|
|
|
$
|
(5
|
)
|
|
$
|
(14
|
)
|
|
$
|
10
|
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||
(In millions of dollars)
|
2019
|
|
|
2019
|
|
||
Prior service credit
|
$
|
—
|
|
|
$
|
(2
|
)
|
Net actuarial loss
|
59
|
|
|
—
|
|
||
Projected cost
|
$
|
59
|
|
|
$
|
(2
|
)
|
|
Non-U.S. Pension
Benefits
|
|
Non-U.S.
Postretirement Benefits
|
||||||||
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
||||
Discount rate (for expense)
|
2.58
|
%
|
|
2.69
|
%
|
|
2.97
|
%
|
|
3.42
|
%
|
Expected return on plan assets
|
4.94
|
%
|
|
6.07
|
%
|
|
—
|
|
|
—
|
|
Rate of compensation increase (for expense)
|
2.80
|
%
|
|
2.85
|
%
|
|
—
|
|
|
—
|
|
Discount rate (for benefit obligation)
|
2.89
|
%
|
|
2.58
|
%
|
|
3.32
|
%
|
|
2.97
|
%
|
Rate of compensation increase (for benefit obligation)
|
2.82
|
%
|
|
2.80
|
%
|
|
—
|
|
|
—
|
|
For the Years Ended December 31,
|
Non-U.S. Pension
Benefits
|
|
Non-U.S. Postretirement
Benefits
|
||||||||||||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Service cost
|
$
|
34
|
|
|
$
|
76
|
|
|
$
|
72
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
228
|
|
|
233
|
|
|
273
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||||
Expected return on plan assets
|
(507
|
)
|
|
(564
|
)
|
|
(561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Recognized actuarial loss
|
91
|
|
|
130
|
|
|
94
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Net periodic benefit (credit) cost
|
(156
|
)
|
|
(127
|
)
|
|
(123
|
)
|
|
1
|
|
|
2
|
|
|
5
|
|
||||||
Settlement loss
|
42
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment (gain) loss
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total (credit) cost
|
$
|
(114
|
)
|
|
$
|
(74
|
)
|
|
$
|
(127
|
)
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
5
|
|
(In millions of dollars)
|
1 Percentage
Point Increase
|
|
1 Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
$
|
6
|
|
|
$
|
(5
|
)
|
For the Years Ended December 31,
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
(In millions of dollars)
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
2019
|
$
|
264
|
|
|
$
|
272
|
|
|
$
|
4
|
|
|
$
|
3
|
|
2020
|
$
|
277
|
|
|
$
|
282
|
|
|
$
|
4
|
|
|
$
|
3
|
|
2021
|
$
|
291
|
|
|
$
|
291
|
|
|
$
|
4
|
|
|
$
|
3
|
|
2022
|
$
|
299
|
|
|
$
|
302
|
|
|
$
|
3
|
|
|
$
|
3
|
|
2023
|
$
|
306
|
|
|
$
|
320
|
|
|
$
|
3
|
|
|
$
|
3
|
|
2024-2028
|
$
|
1,626
|
|
|
$
|
1,768
|
|
|
$
|
12
|
|
|
$
|
15
|
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||||||
Assets
(In millions of dollars)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
NAV
|
|
Total
|
||||||||||
Common/collective trusts
|
$
|
291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,329
|
|
|
$
|
5,620
|
|
Corporate obligations
|
—
|
|
|
3,673
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|||||
Corporate stocks
|
2,046
|
|
|
33
|
|
|
1
|
|
|
—
|
|
|
2,080
|
|
|||||
Private equity/partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|
921
|
|
|||||
Government securities
|
15
|
|
|
535
|
|
|
—
|
|
|
—
|
|
|
550
|
|
|||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
563
|
|
|
563
|
|
|||||
Short-term investment funds
|
286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286
|
|
|||||
Company common stock
|
319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319
|
|
|||||
Other investments
|
13
|
|
|
20
|
|
|
333
|
|
|
—
|
|
|
366
|
|
|||||
Total investments
|
$
|
2,970
|
|
|
$
|
4,261
|
|
|
$
|
334
|
|
|
$
|
6,813
|
|
|
$
|
14,378
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||||||||
Assets
(In millions of dollars)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
NAV
|
|
Total
|
||||||||||
Common/collective trusts
|
$
|
375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,611
|
|
|
$
|
7,986
|
|
Corporate obligations
|
—
|
|
|
3,620
|
|
|
20
|
|
|
—
|
|
|
3,640
|
|
|||||
Corporate stocks
|
1,467
|
|
|
34
|
|
|
2
|
|
|
—
|
|
|
1,503
|
|
|||||
Private equity/partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
803
|
|
|
803
|
|
|||||
Government securities
|
15
|
|
|
556
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
|
566
|
|
|||||
Short-term investment funds
|
391
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|||||
Company common stock
|
326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|||||
Other investments
|
12
|
|
|
12
|
|
|
350
|
|
|
—
|
|
|
374
|
|
|||||
Total investments
|
$
|
2,586
|
|
|
$
|
4,238
|
|
|
$
|
372
|
|
|
$
|
8,980
|
|
|
$
|
16,176
|
|
Assets
(In millions)
|
Fair Value,
January 1, 2018
|
|
Purchases
|
|
Sales
|
|
Unrealized
Gain/
(Loss)
|
|
Realized
Gain/
(Loss)
|
|
Exchange
Rate
Impact
|
|
Transfers
in/(out)
and
Other
|
|
Fair
Value, December 31, 2018
|
||||||||||||||||
Other investments
|
$
|
350
|
|
|
$
|
20
|
|
|
$
|
(19
|
)
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
333
|
|
Corporate stocks
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
||||||||
Corporate obligations
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
||||||||
Total assets
|
$
|
372
|
|
|
$
|
20
|
|
|
$
|
(19
|
)
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
(14
|
)
|
|
$
|
(21
|
)
|
|
$
|
334
|
|
Assets
(In millions)
|
Fair Value,
January 1, 2017 |
|
Purchases
|
|
Sales
|
|
Unrealized
Gain/ (Loss) |
|
Realized
Gain/ (Loss) |
|
Exchange
Rate Impact |
|
Transfers
in/(out) and Other |
|
Fair
Value, December 31, 2017 |
||||||||||||||||
Other investments
|
$
|
312
|
|
|
$
|
20
|
|
|
$
|
(15
|
)
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
350
|
|
Corporate stocks
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Corporate obligations
|
9
|
|
|
9
|
|
|
(1
|
)
|
|
9
|
|
|
—
|
|
|
1
|
|
|
(7
|
)
|
|
20
|
|
||||||||
Total assets
|
$
|
323
|
|
|
$
|
29
|
|
|
$
|
(16
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
(7
|
)
|
|
$
|
372
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk-free interest rate
|
2.73
|
%
|
|
2.09
|
%
|
|
1.39
|
%
|
Expected life (in years)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Expected volatility
|
23.23
|
%
|
|
23.23
|
%
|
|
25.55
|
%
|
Expected dividend yield
|
1.81
|
%
|
|
1.86
|
%
|
|
2.15
|
%
|
|
Shares
|
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
($000)
|
||||
Balance at January 1, 2018
|
10,200,702
|
|
|
$
|
47.39
|
|
|
|
|
|
||
Granted
|
1,381,391
|
|
|
$
|
83.05
|
|
|
|
|
|
||
Exercised
|
(1,452,879
|
)
|
|
$
|
33.92
|
|
|
|
|
|
||
Forfeited
|
(161,176
|
)
|
|
$
|
69.64
|
|
|
|
|
|
||
Balance at December 31, 2018
|
9,968,038
|
|
|
$
|
53.94
|
|
|
5.8 years
|
|
$
|
258,062
|
|
Options vested or expected to vest at December 31, 2018
|
9,830,816
|
|
|
53.72
|
|
|
5.8 years
|
|
256,622
|
|
||
Options exercisable at December 31, 2018
|
6,321,055
|
|
|
$
|
43.78
|
|
|
4.5 years
|
|
$
|
224,687
|
|
|
Restricted Stock Units
|
|
Performance Stock Units
|
||||||||
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
||
Non-vested balance at January 1, 2018
|
4,052,747
|
|
$
|
66.97
|
|
|
690,601
|
|
$
|
62.82
|
|
Granted
|
2,390,859
|
|
$
|
83.05
|
|
|
225,736
|
|
$
|
83.05
|
|
Vested
|
(1,796,343
|
)
|
$
|
64.22
|
|
|
(173,978
|
)
|
$
|
57.33
|
|
Forfeited
|
(317,032
|
)
|
$
|
73.81
|
|
|
(43,561
|
)
|
$
|
69.20
|
|
Non-vested balance at December 31, 2018
|
4,330,231
|
|
$
|
76.49
|
|
|
698,798
|
|
$
|
70.33
|
|
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 exchange-traded money market mutual funds).
|
Level 2.
|
Assets and liabilities whose values are based on the following:
|
a)
|
Quoted prices for similar assets or liabilities in active markets;
|
b)
|
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
|
c)
|
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
|
d)
|
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).
|
Level 3.
|
Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability (certain commercial mortgage whole loans, and long-dated or complex derivatives including certain foreign exchange options and long-dated options on gas and power).
|
(In millions of dollars)
|
Identical Assets
(Level 1)
|
|
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||||||||||
|
12/31/18
|
|
|
12/31/17
|
|
|
12/31/18
|
|
|
12/31/17
|
|
|
12/31/18
|
|
|
12/31/17
|
|
|
12/31/18
|
|
|
12/31/17
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial instruments owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange traded equity securities
(a)
|
$
|
133
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
81
|
|
Mutual funds
(a)
|
151
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|
158
|
|
||||||||
Money market funds
(b)
|
118
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
143
|
|
||||||||
Other equity investment
(a)
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||||
Total assets measured at fair value
|
$
|
402
|
|
|
$
|
382
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
410
|
|
|
$
|
382
|
|
Fiduciary Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
80
|
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
111
|
|
U.S. Treasury Bills
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||||||
Total fiduciary assets measured at fair value
|
$
|
100
|
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
111
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent purchase consideration liability
(c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
183
|
|
|
$
|
189
|
|
|
$
|
183
|
|
|
$
|
189
|
|
Acquisition related derivative contracts
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
441
|
|
|
—
|
|
||||||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
508
|
|
|
$
|
189
|
|
|
$
|
624
|
|
|
$
|
189
|
|
(In millions)
|
2018
|
|
|
2017
|
|
||
Balance at January 1,
|
$
|
189
|
|
|
$
|
241
|
|
Additions
|
54
|
|
|
51
|
|
||
Payments
|
(91
|
)
|
|
(108
|
)
|
||
Revaluation Impact
|
32
|
|
|
3
|
|
||
Change in fair value of acquisition related derivative contracts
|
325
|
|
|
—
|
|
||
Other
(a)
|
(1
|
)
|
|
2
|
|
||
Balance at December 31,
|
$
|
508
|
|
|
$
|
189
|
|
As of September 30,
|
|
|
|
|
||||
(In millions of dollars)
|
|
2018
|
|
|
2017
|
|
||
Total assets
|
|
$
|
24,644
|
|
|
$
|
24,739
|
|
Total liabilities
|
|
$
|
22,257
|
|
|
$
|
22,817
|
|
Non-controlling interests
|
|
$
|
22
|
|
|
$
|
19
|
|
For the Years Ended December 31,
|
Gross
Rental
Commitments
|
|
Rentals
from
Subleases
|
|
Net
Rental
Commitments
|
||||||
(In millions of dollars)
|
|
|
|||||||||
2019
|
$
|
361
|
|
|
$
|
32
|
|
|
$
|
329
|
|
2020
|
$
|
340
|
|
|
$
|
31
|
|
|
$
|
309
|
|
2021
|
$
|
277
|
|
|
$
|
12
|
|
|
$
|
265
|
|
2022
|
$
|
252
|
|
|
$
|
10
|
|
|
$
|
242
|
|
2023
|
$
|
214
|
|
|
$
|
9
|
|
|
$
|
205
|
|
Subsequent years
|
$
|
753
|
|
|
$
|
32
|
|
|
$
|
721
|
|
For the Years Ended December 31,
|
Future
Minimum
Commitments
|
||
(In millions of dollars)
|
|||
2019
|
$
|
189
|
|
2020
|
37
|
|
|
2021
|
14
|
|
|
Subsequent years
|
19
|
|
|
|
$
|
259
|
|
December 31,
|
|
|
|
||||
(In millions)
|
2018
|
|
|
2017
|
|
||
Short-term:
|
|
|
|
||||
Current portion of long-term debt
|
314
|
|
|
262
|
|
||
|
314
|
|
|
262
|
|
||
Long-term:
|
|
|
|
||||
Senior notes – 2.55% due 2018
|
—
|
|
|
250
|
|
||
Senior notes – 2.35% due 2019
|
300
|
|
|
299
|
|
||
Senior notes – 2.35% due 2020
|
499
|
|
|
498
|
|
||
Senior notes – 4.80% due 2021
|
499
|
|
|
498
|
|
||
Senior notes – 2.75% due 2022
|
497
|
|
|
496
|
|
||
Senior notes – 3.30% due 2023
|
348
|
|
|
348
|
|
||
Senior notes – 4.05% due 2023
|
249
|
|
|
248
|
|
||
Senior notes – 3.50% due 2024
|
597
|
|
|
596
|
|
||
Senior notes – 3.50% due 2025
|
496
|
|
|
496
|
|
||
Senior notes – 3.75% due 2026
|
596
|
|
|
596
|
|
||
Senior notes – 5.875% due 2033
|
297
|
|
|
297
|
|
||
Senior notes – 4.35% due 2047
|
492
|
|
|
492
|
|
||
Senior notes – 4.20% due 2048
|
592
|
|
|
—
|
|
||
Mortgage – 5.70% due 2035
|
358
|
|
|
370
|
|
||
Other
|
4
|
|
|
3
|
|
||
|
5,824
|
|
|
5,487
|
|
||
Less current portion
|
314
|
|
|
262
|
|
||
|
$
|
5,510
|
|
|
$
|
5,225
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions of dollars)
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Short-term debt
|
$
|
314
|
|
|
$
|
313
|
|
|
$
|
262
|
|
|
$
|
264
|
|
Long-term debt
|
$
|
5,510
|
|
|
$
|
5,437
|
|
|
$
|
5,225
|
|
|
$
|
5,444
|
|
(In millions)
|
Balance at
1/1/17
|
|
|
Expense
Incurred
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Balance at
12/31/17
|
|
|
Expense
Incurred
|
|
|
Cash
Paid
|
|
|
Other
|
|
|
Balance at
12/31/18
|
|
|||||||||
Severance
|
$
|
32
|
|
|
$
|
31
|
|
|
$
|
(49
|
)
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
137
|
|
|
$
|
(77
|
)
|
|
$
|
(2
|
)
|
|
$
|
73
|
|
Future rent under non-cancelable leases and other costs
|
61
|
|
|
9
|
|
|
(22
|
)
|
|
2
|
|
|
50
|
|
|
24
|
|
|
(37
|
)
|
|
2
|
|
|
39
|
|
|||||||||
Total
|
$
|
93
|
|
|
$
|
40
|
|
|
$
|
(71
|
)
|
|
$
|
3
|
|
|
$
|
65
|
|
|
$
|
161
|
|
|
$
|
(114
|
)
|
|
$
|
—
|
|
|
$
|
112
|
|
▪
|
Risk and Insurance Services
, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and
|
▪
|
Consulting
, comprising Mercer and Oliver Wyman Group
|
For the Year Ended December 31,
(In millions of dollars)
|
Revenue
|
|
|
Operating
Income
(Loss)
|
|
Total
Assets
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
|||||||||
2018 –
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk and Insurance Services
|
$
|
8,228
|
|
(a)
|
$
|
1,864
|
|
|
$
|
15,868
|
|
|
$
|
290
|
|
|
$
|
158
|
|
Consulting
|
6,779
|
|
(b)
|
1,099
|
|
|
8,003
|
|
|
130
|
|
|
97
|
|
|||||
Total Segments
|
15,007
|
|
|
2,963
|
|
|
23,871
|
|
|
420
|
|
|
255
|
|
|||||
Corporate/Eliminations
|
(57
|
)
|
|
(202
|
)
|
|
(2,293
|
)
|
(c)
|
74
|
|
|
59
|
|
|||||
Total Consolidated
|
$
|
14,950
|
|
|
$
|
2,761
|
|
|
$
|
21,578
|
|
|
$
|
494
|
|
|
$
|
314
|
|
2017 –
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk and Insurance Services
|
$
|
7,630
|
|
(a)
|
$
|
1,731
|
|
|
$
|
16,490
|
|
|
$
|
282
|
|
|
$
|
139
|
|
Consulting
|
6,444
|
|
(b)
|
1,110
|
|
|
8,200
|
|
|
129
|
|
|
88
|
|
|||||
Total Segments
|
14,074
|
|
|
2,841
|
|
|
24,690
|
|
|
411
|
|
|
227
|
|
|||||
Corporate/Eliminations
|
(50
|
)
|
|
(186
|
)
|
|
(4,261
|
)
|
(c)
|
70
|
|
|
75
|
|
|||||
Total Consolidated
|
$
|
14,024
|
|
|
$
|
2,655
|
|
|
$
|
20,429
|
|
|
$
|
481
|
|
|
$
|
302
|
|
2016 –
|
|
|
|
|
|
|
|
|
|
||||||||||
Risk and Insurance Services
|
$
|
7,143
|
|
(a)
|
$
|
1,581
|
|
|
$
|
14,728
|
|
|
$
|
248
|
|
|
$
|
128
|
|
Consulting
|
6,112
|
|
(b)
|
1,038
|
|
|
6,770
|
|
|
121
|
|
|
68
|
|
|||||
Total Segments
|
13,255
|
|
|
2,619
|
|
|
21,498
|
|
|
369
|
|
|
196
|
|
|||||
Corporate/Eliminations
|
(44
|
)
|
|
(188
|
)
|
|
(3,308
|
)
|
(c)
|
69
|
|
|
57
|
|
|||||
Total Consolidated
|
$
|
13,211
|
|
|
$
|
2,431
|
|
|
$
|
18,190
|
|
|
$
|
438
|
|
|
$
|
253
|
|
(a)
|
Includes inter-segment revenue of
$6 million
,
$5 million
and
$6 million
in
2018
,
2017
and
2016
, respectively, interest income on fiduciary funds of
$65 million
,
$39 million
and
$26 million
in
2018
,
2017
and
2016
, respectively, and equity method income of
$13 million
,
$14 million
and
$12 million
in
2018
,
2017
and
2016
, respectively and
$40 million
related to the sale of business in
2018
.
|
(b)
|
Includes inter-segment revenue of
$51 million
,
$45 million
and
$38 million
in
2018
,
2017
and
2016
, respectively, interest income on fiduciary funds of
$3 million
,
$4 million
and
$3 million
in
2018
,
2017
and
2016
, respectively, and equity method income of
$8 million
,
$17 million
and
$19 million
in
2018
,
2017
and
2016
, respectively.
|
(c)
|
Corporate assets primarily include insurance recoverables, pension related assets, the owned portion of the Company headquarters building and intercompany eliminations.
|
For the Years Ended December 31,
|
|||||||||||
(In millions of dollars)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Risk and Insurance Services
|
|
|
|
|
|
||||||
Marsh
|
$
|
6,923
|
|
|
$
|
6,433
|
|
|
$
|
5,997
|
|
Guy Carpenter
|
1,305
|
|
|
1,197
|
|
|
1,146
|
|
|||
Total Risk and Insurance Services
|
8,228
|
|
|
7,630
|
|
|
7,143
|
|
|||
Consulting
|
|
|
|
|
|
||||||
Mercer
|
4,732
|
|
|
4,528
|
|
|
4,323
|
|
|||
Oliver Wyman Group
|
2,047
|
|
|
1,916
|
|
|
1,789
|
|
|||
Total Consulting
|
6,779
|
|
|
6,444
|
|
|
6,112
|
|
|||
Total Segments
|
15,007
|
|
|
14,074
|
|
|
13,255
|
|
|||
Corporate/Eliminations
|
(57
|
)
|
|
(50
|
)
|
|
(44
|
)
|
|||
Total
|
$
|
14,950
|
|
|
$
|
14,024
|
|
|
$
|
13,211
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
(In millions, except per share figures)
|
|
||||||||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
4,000
|
|
|
$
|
3,734
|
|
|
$
|
3,504
|
|
|
$
|
3,712
|
|
Operating income
|
$
|
908
|
|
|
$
|
691
|
|
|
$
|
541
|
|
|
$
|
621
|
|
Income from continuing operations
|
$
|
696
|
|
|
$
|
536
|
|
|
$
|
279
|
|
|
$
|
159
|
|
Net income attributable to the Company
|
$
|
690
|
|
|
$
|
531
|
|
|
$
|
276
|
|
|
$
|
153
|
|
Basic Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.36
|
|
|
$
|
1.05
|
|
|
$
|
0.55
|
|
|
$
|
0.30
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
1.36
|
|
|
$
|
1.05
|
|
|
$
|
0.55
|
|
|
$
|
0.30
|
|
Diluted Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.34
|
|
|
$
|
1.04
|
|
|
$
|
0.54
|
|
|
$
|
0.30
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to the Company
|
$
|
1.34
|
|
|
$
|
1.04
|
|
|
$
|
0.54
|
|
|
$
|
0.30
|
|
Dividends Paid Per Share
|
$
|
0.375
|
|
|
$
|
0.375
|
|
|
$
|
0.415
|
|
|
$
|
0.415
|
|
2017:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,503
|
|
|
$
|
3,495
|
|
|
$
|
3,341
|
|
|
$
|
3,685
|
|
Operating income
|
$
|
749
|
|
|
$
|
701
|
|
|
$
|
535
|
|
|
$
|
670
|
|
Income from continuing operations
|
$
|
578
|
|
|
$
|
507
|
|
|
$
|
397
|
|
|
$
|
28
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Net income attributable to the Company
|
$
|
569
|
|
|
$
|
501
|
|
|
$
|
393
|
|
|
$
|
29
|
|
Basic Per Share Data
(a)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.10
|
|
|
$
|
0.98
|
|
|
$
|
0.77
|
|
|
$
|
0.05
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net income attributable to the Company
|
$
|
1.10
|
|
|
$
|
0.98
|
|
|
$
|
0.77
|
|
|
$
|
0.06
|
|
Diluted Per Share Data
(a)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.09
|
|
|
$
|
0.96
|
|
|
$
|
0.76
|
|
|
$
|
0.05
|
|
Discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net income attributable to the Company
|
$
|
1.09
|
|
|
$
|
0.96
|
|
|
$
|
0.76
|
|
|
$
|
0.06
|
|
Dividends Paid Per Share
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
0.375
|
|
|
$
|
0.375
|
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Audit Report of the Registered Public Accounting Firm.
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
(1)
|
Consolidated Financial Statements:
|
(2)
|
All required Financial Statement Schedules are included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.
|
(3)
|
The following exhibits are filed as a part of this report:
|
(2.1)
|
(2.2)
|
|
|
(2.3)
|
(3.1)
|
(3.2)
|
(4.1)
|
(4.2)
|
(4.3)
|
(4.4)
|
(4.5)
|
(4.6)
|
(4.7)
|
(4.8)
|
(4.9)
|
(4.10)
|
(4.11)
|
(4.12)
|
(4.13)
|
(4.14)
|
(10.1)
|
(10.2)
|
(10.3)
|
(10.4)
|
(10.5)
|
|
|
(10.6)
|
(10.7)
|
(10.8)
|
(10.9)
|
(10.10)
|
(10.11)
|
(10.12)
|
(10.13)
|
(10.14)
|
|
|
(10.15)
|
(10.16)
|
(10.17)
|
(10.18)
|
(10.19)
|
(10.20)
|
(10.21)
|
(10.22)
|
(10.23)
|
(10.24)
|
|
|
(10.25)
|
(10.26)
|
(10.27)
|
(10.28)
|
(10.29)
|
(10.30)
|
(10.31)
|
(10.32)
|
(10.33)
|
(10.34)
|
|
|
(10.35)
|
(10.36)
|
(10.37)
|
(10.38)
|
(10.39)
|
(10.40)
|
(10.41)
|
(10.42)
|
(10.43)
|
|
|
(10.44)
|
(10.45)
|
(10.46)
|
*Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated, effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
(10.47)
|
(10.48)
|
(10.49)
|
(10.50)
|
(10.51)
|
(10.52)
|
(10.53)
|
|
|
(10.54)
|
(10.55)
|
(10.56)
|
(10.57)
|
(10.58)
|
(10.59)
|
(10.60)
|
(10.61)
|
(10.62)
|
(10.63)
|
(10.64)
|
|
|
(10.65)
|
(10.66)
|
(10.67)
|
(10.68)
|
(10.69)
|
(10.70)
|
(10.71)
|
(10.72)
|
(10.73)
|
(10.74)
|
(10.75)
|
|
|
(10.76)
|
(10.77)
|
(10.78)
|
(14.1)
|
(21.1)
|
(23.1)
|
(24.1)
|
Power of Attorney (included on signature page)
|
(31.1)
|
(31.2)
|
(32.1)
|
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
|
|
|
|
|
MARSH & McLENNAN COMPANIES, INC.
|
||
|
|
|
|
|
Dated:
|
February 21, 2019
|
By
|
|
/
S
/ D
ANIEL
S
.
G
LASER
|
|
|
|
|
Daniel S. Glaser
President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ D
ANIEL
S. G
LASER
Daniel S. Glaser
|
|
Director, President &
Chief Executive Officer
|
|
February 21, 2019
|
|
|
|
||
/
S
/ M
ARK
C. M
C
G
IVNEY
Mark C. McGivney
|
|
Chief Financial Officer
|
|
February 21, 2019
|
|
|
|
||
/
S
/ S
TACY
M. M
ILLS
Stacy M. Mills
|
|
Vice President & Controller
(Chief Accounting Officer)
|
|
February 21, 2019
|
|
|
|
||
/
S
/
A
NTHONY
K.
A
NDERSON
Anthony K. Anderson
|
|
Director
|
|
February 21, 2019
|
|
|
|
||
/
S
/ O
SCAR
F
ANJUL
Oscar Fanjul
|
|
Director
|
|
February 21, 2019
|
|
|
|
||
/
S
/ H. E
DWARD
H
ANWAY
H. Edward Hanway
|
|
Director
|
|
February 21, 2019
|
|
|
|
||
/
S
/ D
EBORAH
C
.
H
OPKINS
Deborah C. Hopkins
|
|
Director
|
|
February 21, 2019
|
|
|
|
||
/
S
/ E
LAINE
L
A
R
OCHE
Elaine La Roche
|
|
Director
|
|
February 21, 2019
|
|
|
|
|
|
/
S
/ S
TEVEN
A. M
ILLS
Steven A. Mills
|
|
Director
|
|
February 21, 2019
|
|
|
|
|
|
/
S
/ B
RUCE
P. N
OLOP
Bruce P. Nolop
|
|
Director
|
|
February 21, 2019
|
|
|
|
|
|
/
S
/ M
ARC
D. O
KEN
Marc D. Oken
|
|
Director
|
|
February 21, 2019
|
|
|
|
|
|
/
S
/ M
ORTON
O. S
CHAPIRO
Morton O. Schapiro
|
|
Director
|
|
February 21, 2019
|
|
|
|
|
|
/
S
/ L
LOYD
M. Y
ATES
Lloyd M. Yates
|
|
Director
|
|
February 21, 2019
|
|
|
|
|
|
/S/
R. D
AVID
Y
OST
R. David Yost
|
|
Director
|
|
February 21, 2019
|
By:
|
/s/ Laurie Ledford
|
|
Laurie Ledford
|
|
Senior Vice President and Chief Human Resources Officer
|
|
|
Daniel S. Glaser
President and Chief Executive Officer
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
212 345 4874 Fax 212 345 6676
dan.glaser@mmc.com
www.mmc.com
|
1.
|
Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
|
/s/ Daniel S. Glaser
|
Daniel S. Glaser
|
President and Chief Executive Officer
|
Marsh & McLennan Companies, Inc.
|
/s/ Mark C. McGivney
|
(Signature)
|
|
2/21/2019
|
(Date)
|
Board or Committee Memberships
|
Accounting Advisory Board of the University of Rhode Island College of Business Administration
|
Annual Base Salary
|
$800,000, effective April 1, 2019
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Target bonus of $1,300,000 commencing with the 2019 performance year (awarded in 2020). 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 $2,600,000 (based on grant date fair value), commencing with the award made in 2019.
|
|
|
Daniel S. Glaser
President and Chief Executive Officer
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
212 345 4874 Fax 212 345 6676
dan.glaser@mmc.com
www.mmc.com
|
1.
|
Effective Date, Duties and Responsibilities
|
2.
|
Compensation and Benefits
|
a.
|
Annual Base Salary
: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off.
|
b.
|
Vacation
: You are entitled to 5 weeks of vacation annually, prorated consistent with Section 1 above, in accordance with our Company policy.
|
c.
|
Annual Bonus
: You are eligible for an annual bonus for the 2019 and 2020 performance years on the terms set forth on Exhibit A. Bonus awards are discretionary and are paid in cash. Except as provided in this paragraph, to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the award. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned.
|
d.
|
Long-Term Incentive Compensation
: You are not eligible to receive any additional awards under the Marsh & McLennan Companies’ long-term incentive program, including, for the avoidance of doubt, an annual long-term incentive award in February 2019. Your outstanding equity-based awards will continue to be treated in accordance with their Terms and Conditions.
|
e.
|
Benefit Programs
: You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by Marsh & McLennan Companies, on such terms and conditions as are generally provided to similarly situated employees of the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will be entitled to the benefits set forth on Exhibit A and you will continue to be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.
|
3.
|
Termination of Employment
|
a.
|
Your employment with the Company is expected to terminate no later than February 28, 2021. Effective as of March 1, 2019, you will no longer participate in the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan or any other Company severance pay plan. In consideration of the payments and other benefits hereunder, when your employment with the Company terminates for any reason and at any time, you will not be eligible for any severance payments or benefits under any severance plan or arrangement sponsored by the Company.
|
b.
|
Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon your date of termination, regardless of when or whether you execute any such documentation.
|
c.
|
During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a taxable reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred.
|
4.
|
Restrictive Covenants
|
5.
|
Code of Conduct & Other Mandatory Training
|
6.
|
Credentialing
|
7.
|
Waiver and Release
|
8.
|
Miscellaneous
|
a.
|
Notices
. Notices given pursuant to this letter agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered or certified mail, return receipt requested, postage prepaid, or (iv) such other method of delivery as provides a written confirmation of delivery. Notice to the Company shall be directed to:
|
b.
|
Assignment of this Agreement
. This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Marsh & McLennan Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Marsh & McLennan Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to the “Company” throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to, or assignee of, its business and/or assets as applicable.
|
c.
|
Merger of Terms
. This letter agreement supersedes all prior discussions and agreements between you and the Company or any member of the Affiliated Group with respect to the subject matters covered herein, including without limitation, the Letter Agreement dated November 21, 2013, as amended by the first amendment dated June 6, 2014, the second amendment dated June 10, 2016 and the third amendment dated September 14, 2017. For the avoidance of doubt, compensation that was paid or awarded to you prior to the effective date of this letter agreement will continue to be governed by the terms pursuant to which such compensation was paid or awarded.
|
d.
|
Indemnification
. The Company shall indemnify you to the extent permitted by its bylaws, as in effect on the date hereof, with respect to the work you have performed for, or at the request of, the Company or any member of the Affiliated Group (as such term is defined in Section 1 above) during the term of this letter agreement.
|
e.
|
Governing Law; Amendments
. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Marsh & McLennan Companies.
|
f.
|
Choice of Forum
. 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, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. 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.
|
g.
|
Severability; Captions
. In the event that any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this letter agreement will be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. The captions in this letter agreement are not part of the provisions of this letter agreement and will have no force or effect.
|
h.
|
Section 409A
. The provisions of this Section 8(h) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Section 8(h), to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this letter agreement and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This Section 8(h) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement or any other plan, award, arrangement or agreement between you and the Company.
|
(1)
|
if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and
|
(2)
|
if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.
|
i.
|
Withholding Requirements.
All amounts paid or provided to you under this letter agreement shall be subject to any applicable income, payroll or other tax withholding requirements.
|
/s/ Daniel S. Glaser
|
Daniel S. Glaser
|
President and Chief Executive Officer
|
Marsh & McLennan Companies, Inc.
|
/s/ Julio A. Portalatin
|
(Signature)
|
|
2/14/2019
|
(Date)
|
Board or Committee Memberships
|
•
Board of Directors of DXC Technology
•
Hofstra University Board of Trustees
•
Board of Covenant House International
|
Annual Base Salary
|
$500,000, effective March 1, 2019
|
Annual Target Bonus Opportunity
|
Bonus awards are discretionary. Target bonus of $1,000,000 for the 2019 and 2020 performance years (awarded in 2020 and 2021, respectively). Actual bonus awards will be based on performance over the applicable fiscal year.
|
Key Responsibilities
|
•
Focus on key client engagement and represent the Company at key client events
•
Serve in an advisory role for the Company’s health businesses
•
Assist with the integration of Jardine Lloyd Thompson
•
Be available to advise the new Mercer Chief Executive Officer, as requested
•
Other duties as requested by the Marsh & McLennan Companies Chief Executive Officer
|
Other Benefits
|
•
You will have access to a full-time executive assistant.
•
The Company will pay for travel and expenses in accordance with its travel and expense policies in effect from time to time.
|
/s/ Julio A. Portalatin
|
|
2/14/2019
|
Julio A. Portalatin
|
|
(Date)
|
|
Company Name
|
Country
|
1
|
Marsh Management Services (Bermuda) Ltd.
|
Bermuda
|
2
|
8WORKS INC.
|
United States
|
3
|
8WORKS LTD
|
United Kingdom
|
4
|
A Wills & Co Limited
|
United Kingdom
|
5
|
A. Constantinidi & CIA. S.C.
|
Uruguay
|
6
|
A.C.N. 000 951 146 Pty Limited
|
Australia
|
7
|
A.C.N. 001 572 961 Pty Limited
|
Australia
|
8
|
A.C.N. 076 935 683 Pty Limited
|
Australia
|
9
|
A.C.N. 102 322 574 Pty Limited
|
Australia
|
10
|
Access Equity Enhanced Fund GP, LLC
|
United States
|
11
|
AD Corretora de Seguros Ltda.
|
Brazil
|
12
|
AD Gestao de Riscos Ltda.
|
Brazil
|
13
|
AD Holding Participacoes Ltda.
|
Brazil
|
14
|
AD Participacoes e Investimentos Ltda.
|
Brazil
|
15
|
AD5 Corretora de Seguros Ltda.
|
Brazil
|
16
|
Admiral Holdings Limited
|
United Kingdom
|
17
|
AFCO Premium Acceptance, Inc.
|
United States
|
18
|
AFCO Premium Credit LLC
|
United States
|
19
|
Aldgate Investments Limited
|
Bermuda
|
20
|
Alexander Forbes Group Holdings Limited
|
South Africa
|
21
|
Alliance Insurance Holdings Limited (application made to strike-off)
|
United Kingdom
|
22
|
Amal Insurance Brokers Limited (in liquidation)
|
Saudi Arabia
|
23
|
Assur Conseils Marsh S.A.
|
Senegal
|
24
|
Assurance Capital Corporation
|
United States
|
25
|
Assurance Services Corporation
|
United States
|
26
|
Australian World Underwriters Pty Ltd.
|
Australia
|
27
|
Barney & Barney Orange County, LLC
|
United States
|
28
|
BBPS Limited
|
United Kingdom
|
29
|
Beaumonts (Leeds) Limited
|
United Kingdom
|
30
|
Beaumonts Insurance Brokers Limited (in liquidation)
|
United Kingdom
|
31
|
Beaumonts Insurance Services Limited
|
United Kingdom
|
32
|
Benefitfocus, Inc.
|
United States
|
33
|
BFC Asset Management Co., Ltd.
|
Japan
|
34
|
Blue Marble Micro Limited
|
United Kingdom
|
35
|
Blue Marble Microinsurance, Inc.
|
United States
|
36
|
Bluefin Insurance Group Limited
|
United Kingdom
|
37
|
Bluefin Insurance Services Limited
|
United Kingdom
|
38
|
Bluefin Underwriting Limited
|
United Kingdom
|
39
|
Boulder Claims, LLC
|
United States
|
40
|
Bowring (Bermuda) Investments Ltd.
|
Bermuda
|
41
|
Bowring Marine Limited
|
United Kingdom
|
42
|
Bowring Marsh (Bermuda) Ltd.
|
Bermuda
|
43
|
Bowring Marsh (Hong Kong) Limited
|
Hong Kong
|
44
|
Bowring Marsh Asia Pte. Ltd.
|
Singapore
|
45
|
Bowring Marsh Corretora de Resseguros Ltda.
|
Brazil
|
46
|
Bowring Marsh Limited
|
United Kingdom
|
47
|
Broker 2 Broker Limited
|
United Kingdom
|
48
|
BuildPay, LLC
|
United States
|
49
|
C.T. Bowring Limited
|
United Kingdom
|
50
|
Carpenter Turner Cyprus Ltd
|
Cyprus
|
51
|
Carpenter Turner S.A.
|
Greece
|
52
|
Cascade International Holdings C.V.
|
Netherlands
|
53
|
Cascade Regional Holdings Limited
|
United Kingdom
|
54
|
Central Insurance Services Limited
|
United Kingdom
|
55
|
Chronos Insurance Brokers Pty Limited
|
Australia
|
56
|
Claims and Recovery Management (Australia) Pty Limited
|
Australia
|
57
|
Clark Thomson Insurance Brokers Limited
|
United Kingdom
|
58
|
Companias DeLima S.A.
|
Colombia
|
59
|
Consultores 2020 C.A.
|
Venezuela, Bolivarian Republic of
|
60
|
CPSG Partners, LLC
|
United States
|
61
|
Cronin & Co Insurance Services Limited
|
United Kingdom
|
62
|
DeLima Marsh S.A. - Los Corredores de Seguros S.A.
|
Colombia
|
63
|
Dovetail Insurance Corp.
|
United States
|
64
|
Dovetail Managing General Agency Corporation
|
United States
|
65
|
Dovetail Technology Service India Private Limited
|
India
|
66
|
Draw Connect Limited
|
United Kingdom
|
67
|
Draw Create Limited
|
United Kingdom
|
68
|
Draw Group London Limited
|
United Kingdom
|
69
|
DVA - Deutsche Verkehrs-Assekuranz-Vermittlungs GmbH
|
Germany
|
70
|
EnBW Versicherungs Vermittlung GmbH
|
Germany
|
71
|
Encompass Insurance Agency Pty Ltd.
|
Australia
|
72
|
Encon Group Inc./Groupe Encon Inc.
|
Canada
|
73
|
English Pension Trustees Limited
|
United Kingdom
|
74
|
Epsilon (US) Insurance Company
|
United States
|
75
|
Epsilon Insurance Company, Ltd.
|
Cayman Islands
|
76
|
Exchange Insurance Services Limited (in liquidation)
|
United Kingdom
|
77
|
Exmoor Management Company Limited
|
Bermuda
|
78
|
Factern Limited
|
United Kingdom
|
79
|
Faulkner & Flynn, LLC
|
United States
|
80
|
Ferguson Oliver Insurance Limited
|
United Kingdom
|
81
|
Gama Consultores Associados Ltda.
|
Brazil
|
82
|
GC Genesis LLC
|
United States
|
83
|
Gem Insurance Company Limited
|
Bermuda
|
84
|
Global Premium Finance Company
|
United States
|
85
|
Guy Carpenter & Cia (Mexico) S.A. de C.V.
|
Mexico
|
86
|
Guy Carpenter & Cia., S.A.
|
Spain
|
87
|
Guy Carpenter & Co. Labuan Ltd.
|
Malaysia
|
88
|
Guy Carpenter & Company AB
|
Sweden
|
89
|
Guy Carpenter & Company Corredores de Reaseguros Limitada
|
Chile
|
90
|
Guy Carpenter & Company Corretora de Resseguros Ltda.
|
Brazil
|
91
|
Guy Carpenter & Company GmbH
|
Germany
|
92
|
Guy Carpenter & Company Limited
|
United Kingdom
|
93
|
Guy Carpenter & Company Limited
|
New Zealand
|
94
|
Guy Carpenter & Company Participacoes Ltda.
|
Brazil
|
95
|
Guy Carpenter & Company Peru Corredores de Reaseguros S.A.
|
Peru
|
96
|
Guy Carpenter & Company Private Limited
|
Singapore
|
97
|
Guy Carpenter & Company Proprietary Limited
|
South Africa
|
98
|
Guy Carpenter & Company Pty. Ltd.
|
Australia
|
99
|
Guy Carpenter & Company S.A. (Uruguay)
|
Uruguay
|
100
|
Guy Carpenter & Company S.r.l.
|
Italy
|
101
|
Guy Carpenter & Company, Limited
|
Hong Kong
|
102
|
Guy Carpenter & Company, LLC
|
United States
|
103
|
Guy Carpenter & Company, Ltd./Guy Carpenter & Compagnie, Ltee
|
Canada
|
104
|
Guy Carpenter & Company, S.A.
|
Belgium
|
105
|
Guy Carpenter & Company, S.A.
|
Argentina
|
106
|
Guy Carpenter & Company, S.A.S.
|
France
|
107
|
Guy Carpenter (Middle East) Limited
|
United Arab Emirates
|
108
|
Guy Carpenter Bermuda Ltd.
|
Bermuda
|
109
|
Guy Carpenter Broking, Inc.
|
United States
|
110
|
Guy Carpenter Colombia Corredores de Reaseguros Ltda.
|
Colombia
|
111
|
Guy Carpenter Insurance Brokers (Beijing) Co. Ltd.
|
China
|
112
|
Guy Carpenter Japan, Inc.
|
Japan
|
113
|
Guy Carpenter Mexico Intermediario de Reaseguro, S.A. de C.V.
|
Mexico
|
114
|
Guy Carpenter Reasurans Brokerligi Anonim Sirketi
|
Turkey
|
115
|
Hamilton Bond Limited
|
United Kingdom
|
116
|
Hansen International Limited
|
United States
|
117
|
HAPIP 2009 GP, LLC
|
United States
|
118
|
HAPIP GP, LLC
|
United States
|
119
|
HSBC Insurance Brokers International (Abu Dhabi) LLC (in liquidation)
|
United Arab Emirates
|
120
|
Industrial Risks Protection Consultants
|
Nigeria
|
121
|
Ingeseg S.A.
|
Argentina
|
122
|
Insbrokers Ltda.
|
Uruguay
|
123
|
INSIA a.s.
|
Czech Republic
|
124
|
INSIA Europe SE
|
Czech Republic
|
125
|
INSIA SK s.r.o.
|
Slovakia
|
126
|
InSolutions Limited
|
United Kingdom
|
127
|
Insurance Brokers of Nigeria Limited
|
Nigeria
|
128
|
InsurTech Alliance, LLC
|
United States
|
129
|
International Catastrophe Insurance Managers, LLC
|
United States
|
130
|
Invercol Limited
|
Bermuda
|
131
|
Irish Pensions Trust Limited
|
Ireland
|
132
|
J&H Marsh & McLennan Limited
|
Hong Kong
|
133
|
J.W. Terrill Benefit Administrators, Inc.
|
United States
|
134
|
Japan Affinity Marketing, Inc.
|
Japan
|
135
|
Jelf Commercial Finance Limited
|
United Kingdom
|
136
|
Jelf Financial Planning Limited
|
United Kingdom
|
137
|
Jelf Insurance Brokers Limited
|
United Kingdom
|
138
|
Jelf Limited
|
United Kingdom
|
139
|
Jelf Risk Management Limited
|
United Kingdom
|
140
|
Jelf Wellbeing Limited
|
United Kingdom
|
141
|
John Lampier & Son Ltd
|
United Kingdom
|
142
|
Johnson & Higgins (Bermuda) Limited
|
Bermuda
|
143
|
Johnson & Higgins Limited
|
United Kingdom
|
144
|
JSL Securities, Inc.
|
United States
|
145
|
Kepler Associates Limited
|
United Kingdom
|
146
|
Kessler & Co AG
|
Switzerland
|
147
|
Kessler & Co Inc.
|
Liechtenstein
|
148
|
Kessler Consulting Inc.
|
Switzerland
|
149
|
Kessler Prevoyance Inc.
|
Switzerland
|
150
|
Laterlife.com Limited (in liquidation)
|
United Kingdom
|
151
|
Lemac No.7 Limited
|
United Kingdom
|
152
|
Libra Insurance Services Limited
|
United Kingdom
|
153
|
Lomond Macdonald Limited
|
United Kingdom
|
154
|
Lynch Insurance Brokers Limited
|
Barbados
|
155
|
M&M Vehicle, L.P.
|
United States
|
156
|
Mangrove Insurance Europe PCC Limited
|
Malta
|
157
|
Mangrove Insurance Solutions PCC Limited
|
Isle of Man
|
158
|
Mangrove Insurance Solutions, PCC
|
United States
|
159
|
Marchant McKechnie Insurance Brokers Limited
|
United Kingdom
|
160
|
Marsh & McLennan (PNG) Limited
|
Papua New Guinea
|
161
|
Marsh & McLennan Agencies AS
|
Norway
|
162
|
Marsh & McLennan Agencies Limited
|
Hong Kong
|
163
|
Marsh & McLennan Agency A/S
|
Denmark
|
164
|
Marsh & McLennan Agency Limited
|
New Zealand
|
165
|
Marsh & McLennan Agency LLC
|
United States
|
166
|
Marsh & McLennan Agency Pty Ltd.
|
Australia
|
167
|
Marsh & McLennan Argentina SA Corredores de Reaseguros
|
Argentina
|
168
|
Marsh & McLennan Companies Acquisition Funding Limited
|
United Kingdom
|
169
|
Marsh & McLennan Companies Acquisition Limited
|
United Kingdom
|
170
|
Marsh & McLennan Companies BVBA/SPRL
|
Belgium
|
171
|
Marsh & McLennan Companies Finance Center (Luxembourg) S.a.r.l.
|
Luxembourg
|
172
|
Marsh & McLennan Companies France S.A.S.
|
France
|
173
|
Marsh & McLennan Companies Holdings (Luxembourg) S.a.r.l.
|
Luxembourg
|
174
|
Marsh & McLennan Companies Regional Holdings S.a.r.l.
|
Luxembourg
|
175
|
Marsh & McLennan Companies Services B.V.
|
Netherlands
|
176
|
Marsh & McLennan Companies UK Limited
|
United Kingdom
|
177
|
Marsh & McLennan Companies, Inc.
|
United States
|
178
|
Marsh & McLennan Deutschland GmbH
|
Germany
|
179
|
Marsh & McLennan Europe S.a.r.l.
|
Luxembourg
|
180
|
Marsh & McLennan Global Broking (Bermuda) Ltd.
|
Bermuda
|
181
|
Marsh & McLennan GP I, Inc.
|
United States
|
182
|
Marsh & McLennan Holdings (Canada) ULC
|
Canada
|
183
|
Marsh & McLennan Holdings, Inc.
|
United States
|
184
|
Marsh & McLennan Innovation Centre Holdings II
|
Bermuda
|
185
|
Marsh & McLennan Innovation Centre Holdings S.a.r.l.
|
Luxembourg
|
186
|
Marsh & McLennan Innovation Centre Unlimited Company
|
Ireland
|
187
|
Marsh & McLennan Insurance Services Limited
|
Hong Kong
|
188
|
Marsh & McLennan Management Services (Bermuda) Limited
|
Bermuda
|
189
|
Marsh & McLennan Risk Capital Holdings, Ltd.
|
United States
|
190
|
Marsh & McLennan Servicios, S.A. De C.V.
|
Mexico
|
191
|
Marsh & McLennan Shared Services Canada Limited
|
Canada
|
192
|
Marsh & McLennan Shared Services Corporation
|
United States
|
193
|
Marsh & McLennan, Incorporated (for dissolution)
|
United States
|
194
|
Marsh (Bahrain) Company SPC
|
Bahrain
|
195
|
Marsh (China) Insurance Brokers Co., Ltd.
|
China
|
196
|
Marsh (Hong Kong) Limited
|
Hong Kong
|
197
|
Marsh (Insurance Brokers) LLP
|
Kazakhstan
|
198
|
Marsh (Insurance Services) Limited
|
United Kingdom
|
199
|
Marsh (Malawi) Limited
|
Malawi
|
200
|
Marsh (Middle East) Limited
|
United Kingdom
|
201
|
Marsh (Namibia) (Proprietary) Limited
|
Namibia
|
202
|
Marsh (Pty) Ltd
|
South Africa
|
203
|
Marsh (Risk Consulting) LLP
|
Kazakhstan
|
204
|
Marsh (Singapore) Pte. Ltd.
|
Singapore
|
205
|
Marsh A/S
|
Denmark
|
206
|
Marsh AB
|
Sweden
|
207
|
Marsh Advantage Insurance Holdings Pty Ltd
|
Australia
|
208
|
Marsh Advantage Insurance Pty Ltd.
|
Australia
|
209
|
Marsh Africa (Pty) Ltd
|
South Africa
|
210
|
Marsh AG
|
Switzerland
|
211
|
Marsh Argentina S.R.L.
|
Argentina
|
212
|
Marsh AS
|
Norway
|
213
|
Marsh Associates (Pty) Ltd
|
South Africa
|
214
|
Marsh Austria G.m.b.H.
|
Austria
|
215
|
Marsh Aviation Insurance Broking Pty Ltd (for dissolution)
|
Australia
|
216
|
Marsh B.V.
|
Netherlands
|
217
|
Marsh Botswana (Proprietary) Limited
|
Botswana
|
218
|
Marsh Brockman y Schuh Agente de Seguros y de Fianzas, S.A. de C.V.
|
Mexico
|
219
|
Marsh Broker de Asigurare-Reasigurare S.R.L.
|
Romania
|
220
|
Marsh Broker Japan, Inc.
|
Japan
|
221
|
Marsh Brokers (Hong Kong) Limited
|
Hong Kong
|
222
|
Marsh Brokers Limited
|
United Kingdom
|
223
|
Marsh Canada Limited/Marsh Canada Limitee
|
Canada
|
316
|
Marsh Risk and Consulting Services (Pty) Ltd
|
Namibia
|
317
|
Marsh Risk Consulting B.V.
|
Netherlands
|
318
|
Marsh Risk Consulting Limitada
|
Chile
|
319
|
Marsh Risk Consulting Ltda.
|
Colombia
|
320
|
Marsh Risk Consulting Services S.r.L.
|
Italy
|
321
|
Marsh Risk Consulting, S.L.
|
Spain
|
322
|
Marsh S.A. Corredores De Seguros
|
Chile
|
323
|
Marsh S.A.S.
|
France
|
324
|
Marsh S.p.A.
|
Italy
|
325
|
Marsh s.r.o.
|
Czech Republic
|
326
|
Marsh s.r.o.
|
Slovakia
|
327
|
Marsh SA [Argentina]
|
Argentina
|
328
|
Marsh SA [Belgium]
|
Belgium
|
329
|
Marsh SA [Luxembourg]
|
Luxembourg
|
330
|
Marsh SA [Uruguay]
|
Uruguay
|
331
|
Marsh Saldana Inc.
|
Puerto Rico
|
332
|
Marsh Saudi Arabia Insurance & Reinsurance Brokers
|
Saudi Arabia
|
333
|
Marsh Secretarial Services Limited
|
United Kingdom
|
334
|
Marsh Semusa, S.A.
|
Panama
|
335
|
Marsh Services Limited
|
United Kingdom
|
336
|
Marsh Services Spolka z.o.o.
|
Poland
|
337
|
Marsh SIA
|
Latvia
|
338
|
Marsh Sigorta ve Reasurans Brokerligi Anonim Sirketi
|
Turkey
|
339
|
Marsh Spolka z.o.o.
|
Poland
|
340
|
Marsh Szolgaltato Kft.
|
Hungary
|
341
|
Marsh Takaful Brokers (Malaysia) Sdn Bhd
|
Malaysia
|
342
|
Marsh Treasury Services (Dublin) Limited
|
Ireland
|
343
|
Marsh Treasury Services Limited
|
United Kingdom
|
344
|
Marsh Tunisia S.a.r.l.
|
Tunisia
|
345
|
Marsh Uganda Limited
|
Uganda
|
346
|
Marsh UK Limited
|
United Kingdom
|
347
|
Marsh USA (India) Inc.
|
United States
|
348
|
Marsh USA Borrower LLC
|
United States
|
349
|
Marsh USA Inc.
|
United States
|
350
|
Marsh Venezuela C.A. Sociedad de Corretaje de Seguros
|
Venezuela, Bolivarian Republic of
|
351
|
Marsh Vietnam Insurance Broking Company Ltd
|
Vietnam
|
352
|
Marsh Zambia Limited
|
Zambia
|
353
|
Marsh Zimbabwe Holdings (Private) Limited
|
Zimbabwe
|
354
|
Marsh, Lda.
|
Portugal
|
355
|
Marsh, S.A. Mediadores de Seguros
|
Spain
|
356
|
Matthiessen Assurans AB
|
Sweden
|
357
|
Mercer (Argentina) S.A.
|
Argentina
|
358
|
Mercer (Australia) Pty Ltd
|
Australia
|
359
|
Mercer (Austria) GmbH
|
Austria
|
360
|
Mercer (Belgium) SA-NV
|
Belgium
|
361
|
Mercer (Canada) Limited/Mercer (Canada) Limitee
|
Canada
|
362
|
Mercer (China) Limited
|
China
|
363
|
Mercer (Colombia) Ltda.
|
Colombia
|
364
|
Mercer (Danmark) A/S
|
Denmark
|
365
|
Mercer (Finland) OY
|
Finland
|
366
|
Mercer (France) SAS
|
France
|
367
|
Mercer (Hong Kong) Limited
|
Hong Kong
|
368
|
Mercer (Ireland) Limited
|
Ireland
|
369
|
Mercer (Malaysia) Sdn. Bhd.
|
Malaysia
|
370
|
Mercer (N.Z.) Limited
|
New Zealand
|
371
|
Mercer (Nederland) B.V.
|
Netherlands
|
372
|
Mercer (Norge) AS
|
Norway
|
373
|
Mercer (Polska) Sp.z o.o.
|
Poland
|
374
|
Mercer (Portugal) Lda
|
Portugal
|
375
|
Mercer (Singapore) Pte. Ltd.
|
Singapore
|
376
|
Mercer (Sweden) AB
|
Sweden
|
377
|
Mercer (Taiwan) Ltd.
|
Taiwan
|
378
|
Mercer (Thailand) Ltd.
|
Thailand
|
379
|
Mercer (US) Inc.
|
United States
|
380
|
Mercer Administration Services (Australia) Pty Limited
|
Australia
|
381
|
Mercer Africa Limited
|
United Kingdom
|
382
|
Mercer Asesores de Seguros S.A.
|
Argentina
|
383
|
Mercer Broking Ltd.
|
Taiwan
|
384
|
Mercer Career, Unipessoal Lda
|
Portugal
|
385
|
Mercer Consultation (Quebec) Ltee.
|
Canada
|
386
|
Mercer Consulting (Australia) Pty Ltd
|
Australia
|
387
|
Mercer Consulting (Chile) Limitada
|
Chile
|
388
|
Mercer Consulting (France) SAS
|
France
|
389
|
Mercer Consulting (India) Private Limited
|
India
|
390
|
Mercer Consulting B.V.
|
Netherlands
|
391
|
Mercer Consulting Group, Inc.
|
United States
|
392
|
Mercer Consulting Holdings Sdn. Bhd.
|
Malaysia
|
393
|
Mercer Consulting Limited
|
United Kingdom
|
394
|
Mercer Consulting Middle East Limited
|
United Arab Emirates
|
395
|
Mercer Consulting Venezuela, C.A.
|
Venezuela, Bolivarian Republic of
|
396
|
Mercer Consulting, S.L.U.
|
Spain
|
397
|
Mercer Corredores de Seguros Limitada
|
Chile
|
398
|
Mercer Corretora de Seguros Ltda
|
Brazil
|
399
|
Mercer Danismanlik Anonim Sirketi
|
Turkey
|
400
|
Mercer Deutschland GmbH
|
Germany
|
401
|
Mercer Employee Benefits - Medicacao de Seguros Unipessoal Lda.
|
Portugal
|
402
|
Mercer Employee Benefits Limited
|
United Kingdom
|
403
|
Mercer Financial Advice (Australia) Pty Ltd
|
Australia
|
404
|
Mercer Financial Services Limited
|
Ireland
|
405
|
Mercer Financial Services Limited liability company
|
Morocco
|
406
|
Mercer Financial Services Middle East Limited
|
United Arab Emirates
|
407
|
Mercer Global Investments Canada Limited
|
Canada
|
408
|
Mercer Global Investments Europe Limited
|
Ireland
|
409
|
Mercer Global Investments Management Limited
|
Ireland
|
410
|
Mercer Health & Benefits (Singapore) Pte. Ltd.
|
Singapore
|
411
|
Mercer Health & Benefits Administration LLC
|
United States
|
412
|
Mercer Health & Benefits LLC
|
United States
|
413
|
Mercer Holdings, Inc.
|
United States
|
414
|
Mercer Holdings, Inc. [Philippines]
|
Philippines
|
415
|
Mercer HR Consulting Borrower LLC
|
United States
|
416
|
Mercer HR Services, LLC
|
United States
|
417
|
Mercer Human Resource Consulting Ltda
|
Brazil
|
418
|
Mercer Human Resource Consulting S.A. de C.V.
|
Mexico
|
419
|
Mercer ICC Limited
|
Guernsey
|
420
|
Mercer Investment Consulting Limited
|
Ireland
|
421
|
Mercer Investment Consulting LLC
|
United States
|
422
|
Mercer Investment Management, Inc.
|
United States
|
423
|
Mercer Investment Solutions (Singapore) Pte. Ltd.
|
Singapore
|
424
|
Mercer Investment Solutions Ltd.
|
Japan
|
425
|
Mercer Investments (Australia) Limited
|
Australia
|
426
|
Mercer Investments (Hong Kong) Limited
|
Hong Kong
|
427
|
Mercer Investments (Japan), Ltd
|
Japan
|
428
|
Mercer Investments (New Zealand) Limited
|
New Zealand
|
429
|
Mercer Ireland Holdings Limited
|
Ireland
|
430
|
Mercer Italia Srl Socio Unico
|
Italy
|
431
|
Mercer Japan Ltd.
|
Japan
|
432
|
Mercer Korea Co. Ltd.
|
Korea, Republic of
|
433
|
Mercer Limited
|
United Kingdom
|
434
|
Mercer LLC
|
United States
|
435
|
Mercer Master Trustees Limited
|
Ireland
|
436
|
Mercer Mauritius Ltd.
|
Mauritius
|
437
|
Mercer MC Consulting Borrower LLC
|
United States
|
438
|
Mercer Oliver Wyman Holding B.V.
|
Netherlands
|
439
|
Mercer Outsourcing (Australia) Pty Ltd
|
Australia
|
440
|
Mercer Outsourcing, S.L.U.
|
Spain
|
441
|
Mercer Pensionsfonds AG
|
Germany
|
442
|
Mercer Pensionsraadgivning A/S
|
Denmark
|
443
|
Mercer Philippines, Inc.
|
Philippines
|
444
|
Mercer Private Investment Partners IV General Partner S.a.r.l.
|
Luxembourg
|
445
|
Mercer Private Markets Advisers (US) AG
|
Switzerland
|
446
|
Mercer Private Markets AG
|
Switzerland
|
447
|
Mercer Services Poland Sp. z.o.o.
|
Poland
|
448
|
Mercer Sigorta Brokerligi Anonim Sirketi
|
Turkey
|
449
|
Mercer South Africa (Pty) Limited
|
South Africa
|
450
|
Mercer Superannuation (Australia) Limited
|
Australia
|
451
|
Mercer Switzerland Inc.
|
Switzerland
|
452
|
Mercer System Services LLC
|
United States
|
453
|
Mercer Technology Acquisitions Limited
|
United Kingdom
|
454
|
Mercer Treuhand GmbH
|
Germany
|
455
|
Mercer Trust Company, LLC
|
United States
|
456
|
Mercer Trustees Limited
|
Ireland
|
457
|
Mercer Trustees Limited
|
United Kingdom
|
458
|
Mercer WorkforcePro LLC
|
United States
|
459
|
Mercer, Agente de Seguros, S.A. de C.V.
|
Mexico
|
460
|
Mercury Insurance Services Pty Ltd
|
Australia
|
461
|
MM Risk Services Pty Ltd (for dissolution)
|
Australia
|
462
|
MMA Mid-Atlantic Employee LLC
|
United States
|
463
|
MMA Securities LLC
|
United States
|
464
|
MMB Consultores S.A.
|
Argentina
|
465
|
MMC (Singapore) Holdings Pte. Ltd.
|
Singapore
|
466
|
MMC 28 State Street Holdings Inc.
|
United States
|
467
|
MMC Borrower LLC
|
United States
|
468
|
MMC Brazilian Holdings B.V.
|
Netherlands
|
469
|
MMC Capital, Inc.
|
United States
|
470
|
MMC Cascade Regional Holdings, LLC
|
United States
|
471
|
MMC France Holdings (Luxembourg) S.a.r.l.
|
Luxembourg
|
472
|
MMC GP III, Inc.
|
United States
|
473
|
MMC Group Services sp. z o.o.
|
Poland
|
474
|
MMC Holdings (Australia) Pty Ltd
|
Australia
|
475
|
MMC Holdings (New Zealand) ULC
|
New Zealand
|
476
|
MMC Holdings (UK) Limited
|
United Kingdom
|
477
|
MMC International Finance (Barbados) SRL
|
Barbados
|
478
|
MMC International Holdings LLC
|
United States
|
479
|
MMC International Limited
|
United Kingdom
|
480
|
MMC International Treasury Centre Limited
|
United Kingdom
|
481
|
MMC Middle East Holdings Limited
|
United Kingdom
|
482
|
MMC Poland Holdings B.V.
|
Netherlands
|
483
|
MMC Realty, Inc.
|
United States
|
484
|
MMC Regional Asia Holdings B.V.
|
Netherlands
|
485
|
MMC Regional Caribbean Holdings, Ltd.
|
Bermuda
|
486
|
MMC Regional Europe Holdings B.V.
|
Netherlands
|
487
|
MMC Regional LATAM Holdings B.V.
|
Netherlands
|
488
|
MMC Securities (Europe) Limited
|
United Kingdom
|
489
|
MMC Securities LLC
|
United States
|
490
|
MMC Treasury Holdings (UK) Limited
|
United Kingdom
|
491
|
MMC UK Group Limited
|
United Kingdom
|
492
|
MMC UK Pension Fund Trustee Limited
|
United Kingdom
|
493
|
MMOW Limited
|
United Kingdom
|
494
|
MMRC LLC
|
United States
|
495
|
Mountlodge Limited
|
United Kingdom
|
496
|
MOW Holding LLC
|
United States
|
497
|
MPIP III GP LLC
|
United States
|
498
|
MPIP IV GP LLC
|
United States
|
499
|
Muir Beddal (Zimbabwe) Limited
|
Zimbabwe
|
500
|
National Economic Research Associates, Inc.
|
United States
|
501
|
National Economic Research Associates, Inc.
|
United States
|
502
|
NERA Australia Pty. Ltd.
|
Australia
|
503
|
NERA do Brasil Ltda. (for dissolution)
|
Brazil
|
504
|
NERA Economic Consulting GmbH
|
Germany
|
505
|
NERA Economic Consulting Limited
|
New Zealand
|
506
|
NERA S.R.L.
|
Italy
|
507
|
NERA SAS
|
France
|
508
|
NERA UK Limited
|
United Kingdom
|
509
|
NetComp Insurance Corp.
|
United States
|
510
|
Neuburger Noble Lowndes GmbH
|
Germany
|
511
|
Normandy Reinsurance Company Limited
|
Bermuda
|
512
|
Northern Alliance Brokers Limited
|
United Kingdom
|
513
|
OKD Insurance Brokers Limited
|
United Kingdom
|
514
|
Oliver Wyman (Bermuda) Limited
|
Bermuda
|
515
|
Oliver Wyman (Hong Kong) Limited
|
Hong Kong
|
516
|
Oliver Wyman AB
|
Sweden
|
517
|
Oliver Wyman Actuarial Consulting, Inc.
|
United States
|
518
|
Oliver Wyman AG
|
Switzerland
|
519
|
Oliver Wyman B.V.
|
Netherlands
|
520
|
Oliver Wyman Consulting (Shanghai) Ltd
|
China
|
521
|
Oliver Wyman Consulting Limited (in liquidation)
|
United Kingdom
|
522
|
Oliver Wyman Consultoria em Estrategia de Negocios Ltda.
|
Brazil
|
523
|
Oliver Wyman Energy Consulting Limited
|
United Kingdom
|
524
|
Oliver Wyman Energy Group Limited
|
United Kingdom
|
525
|
Oliver Wyman Energy Holdings Limited
|
United Kingdom
|
526
|
Oliver Wyman Energy US Limited
|
United Kingdom
|
527
|
Oliver Wyman FZ-LLC
|
United Arab Emirates
|
528
|
Oliver Wyman GmbH
|
Germany
|
529
|
Oliver Wyman Group KK
|
Japan
|
530
|
Oliver Wyman Limited
|
United Kingdom
|
531
|
Oliver Wyman Limited Liability Company
|
Greece
|
532
|
Oliver Wyman LLC
|
Russian Federation
|
533
|
Oliver Wyman Ltd.
|
Korea, Republic of
|
534
|
Oliver Wyman Pte. Ltd.
|
Singapore
|
535
|
Oliver Wyman Pty. Ltd.
|
Australia
|
536
|
Oliver Wyman S.A.S.
|
Colombia
|
537
|
Oliver Wyman S.L.
|
Spain
|
538
|
Oliver Wyman S.r.l.
|
Italy
|
539
|
Oliver Wyman SAS
|
France
|
540
|
Oliver Wyman Sdn. Bhd.
|
Malaysia
|
541
|
Oliver Wyman Services Limited
|
United Kingdom
|
542
|
Oliver Wyman Servicios, S. de R.L. de C.V.
|
Mexico
|
543
|
Oliver Wyman SNC
|
France
|
544
|
Oliver Wyman sp. z o.o.
|
Poland
|
545
|
Oliver Wyman SPRL/BVBA
|
Belgium
|
546
|
Oliver Wyman, Inc.
|
United States
|
547
|
Oliver Wyman, S. de R.L. de C.V.
|
Mexico
|
548
|
Oliver, Wyman Limited/Oliver, Wyman limitee
|
Canada
|
549
|
Omega Indemnity (Bermuda) Limited
|
Bermuda
|
550
|
Online Benefits Limited
|
United Kingdom
|
551
|
Organizacion Brockman y Schuh S.A. de C.V.
|
Mexico
|
552
|
Osbornes Insurances Oxford Limited (in liquidation)
|
United Kingdom
|
553
|
Pallas Marsh Servicos Ltda.
|
Brazil
|
554
|
Pavilion Alternatives Group Limited
|
United Kingdom
|
555
|
Pavilion Financial Corporation Holdings UK Limited
|
United Kingdom
|
556
|
Pension Trustees Limited
|
United Kingdom
|
557
|
Pensionsservice Benefit Network Sverige AB
|
Sweden
|
558
|
Perils AG
|
Switzerland
|
559
|
PFT Limited
|
United Kingdom
|
560
|
PI Indemnity Company, Designated Activity Company
|
Ireland
|
561
|
Potomac Insurance Managers, Inc.
|
United States
|
562
|
Professional Claims Handling Limited (in liquidation)
|
United Kingdom
|
563
|
Promerit AG
|
Germany
|
564
|
Promerit Hungary Kft
|
Hungary
|
565
|
Promerit Schweiz AG
|
Switzerland
|
566
|
PT Marsh Indonesia
|
Indonesia
|
567
|
PT Marsh Reinsurance Brokers Indonesia
|
Indonesia
|
568
|
PT Mercer Indonesia
|
Indonesia
|
569
|
PT Oliver Wyman Indonesia
|
Indonesia
|
570
|
PT Quantum Computing Services
|
Indonesia
|
571
|
PT Quantum Investments
|
Indonesia
|
572
|
PT Quantum Support Services
|
Indonesia
|
573
|
Pymetrics, Inc.
|
United States
|
574
|
R G Ford Brokers (Essex) Limited
|
United Kingdom
|
575
|
R G Ford Brokers Limited
|
United Kingdom
|
576
|
R R B Beratungsgesellschaft fuer Altersversorgung mbh
|
Germany
|
577
|
R. Mees & Zoonen Holdings B.V.
|
Netherlands
|
578
|
realright GmbH
|
Germany
|
579
|
Regional Insurance Group Limited
|
United Kingdom
|
580
|
Resource Benefit Associates
|
Nigeria
|
581
|
Rightpath Reinsurance SPC, Ltd.
|
Cayman Islands
|
582
|
Rivers Group Limited
|
United Kingdom
|
583
|
Rockefeller Risk Advisors, Inc.
|
United States
|
584
|
Rutherfoord International, Inc.
|
United States
|
585
|
SAFCAR-Marsh
|
Mali
|
586
|
SBJ Holdings Limited
|
United Kingdom
|
587
|
SBJ Stephenson Group Limited
|
United Kingdom
|
588
|
SCIB (Bermuda) Limited
|
Bermuda
|
589
|
SCM Global Real Estate Select GP LLC
|
United States
|
590
|
SCM Infrastructure General Partner S.a r.l.
|
Luxembourg
|
591
|
SCM International Private Equity Select III GP LLC
|
United States
|
592
|
SCM LT General Partner S.a.r.l.
|
Luxembourg
|
593
|
SCM PE General Partner S.a.r.l.
|
Luxembourg
|
594
|
SCM PE II GP Ltd.
|
Guernsey
|
595
|
SCM PE II Scotland GP Ltd
|
United Kingdom
|
596
|
SCM Strategic Capital Management (Luxembourg) S.a.r.l.
|
Luxembourg
|
597
|
Seabury & Smith Borrower LLC
|
United States
|
598
|
Seabury & Smith LLC
|
United States
|
599
|
Sedgwick (Holdings) Pty. Limited
|
Australia
|
600
|
Sedgwick Consulting Group Limited
|
United Kingdom
|
601
|
Sedgwick Dineen Group Limited
|
Ireland
|
602
|
Sedgwick Financial Services Limited
|
United Kingdom
|
603
|
Sedgwick Forbes Middle East Limited
|
Jersey
|
604
|
Sedgwick Group (Australia) Pty. Limited
|
Australia
|
605
|
Sedgwick Group (Bermuda) Limited
|
Bermuda
|
606
|
Sedgwick Group (Zimbabwe) Limited
|
Zimbabwe
|
607
|
Sedgwick Group Limited
|
United Kingdom
|
608
|
Sedgwick Internationaal B.V.
|
Netherlands
|
609
|
Sedgwick Limited
|
United Kingdom
|
610
|
Sedgwick Management Services (Barbados) Limited
|
Barbados
|
611
|
Sedgwick Management Services (Singapore) Pte Limited
|
Singapore
|
612
|
Sedgwick Noble Lowndes (UK) Limited
|
United Kingdom
|
613
|
Sedgwick Noble Lowndes Group Limited
|
United Kingdom
|
614
|
Sedgwick Noble Lowndes Limited
|
United Kingdom
|
615
|
Sedgwick Overseas Investments Limited
|
United Kingdom
|
616
|
Sedgwick Private Limited
|
Singapore
|
617
|
Sedgwick Re Asia Pacific (Consultants) Pte Ltd (for dissolution)
|
Singapore
|
618
|
Sedgwick Trustees Limited
|
United Kingdom
|
619
|
Sedgwick UK Risk Services Limited
|
United Kingdom
|
620
|
Sedgwick Ulster Pension Trustees Limited
|
United Kingdom
|
621
|
Settlement Trustees Limited
|
United Kingdom
|
622
|
Shanghai Mercer Insurance Brokers Company Ltd.
|
China
|
623
|
Shorewest Insurance Associates, LLC
|
United States
|
624
|
SICAR Marsh S.a.r.l.
|
Burkina Faso
|
625
|
Sirota Asia Pacific Pte. Ltd.
|
Singapore
|
626
|
Sirota Consulting UK Limited
|
United Kingdom
|
627
|
Smart Insurance Service Co., Ltd.
|
Korea, Republic of
|
628
|
SME Insurance Services Limited
|
United Kingdom
|
629
|
Smith Long Term Disability Management Group, Inc.
|
United States
|
630
|
Societe d'Assurances et de Participation Guian SA
|
France
|
631
|
Software Underwriting Systems Limited (in liquidation)
|
United Kingdom
|
632
|
Southern Marine & Aviation Underwriters, Inc.
|
United States
|
633
|
Southern Marine & Aviation, Inc.
|
United States
|
634
|
Sudzucker Versicherungs-Vermittlungs GmbH
|
Germany
|
635
|
Talent Tech Labs, LLC
|
United States
|
636
|
TBX Solutions Limited
|
United Kingdom
|
637
|
The Benefit Express Holdings Limited
|
United Kingdom
|
638
|
The Benefit Express Limited
|
United Kingdom
|
639
|
The Carpenter Management Corporation
|
United States
|
640
|
The Insurance Partnership Holdings Limited
|
United Kingdom
|
641
|
The Insurance Partnership Services Limited
|
United Kingdom
|
642
|
The Positive Ageing Company Limited
|
United Kingdom
|
643
|
The Purple Partnership Limited
|
United Kingdom
|
644
|
Think Big I Limited
|
United Kingdom
|
645
|
Thomsons Online Benefits (HK) Ltd.
|
Hong Kong
|
646
|
Thomsons Online Benefits Inc.
|
United States
|
647
|
Thomsons Online Benefits Limited
|
United Kingdom
|
648
|
Thomsons Online Benefits Pte Ltd.
|
Singapore
|
649
|
Thomsons Online Benefits S.R.L
|
Romania
|
650
|
Torrent Government Contracting Services, LLC
|
United States
|
651
|
Torrent Insurance Services, LLC
|
United States
|
652
|
Torrent Technologies, Inc.
|
United States
|
653
|
Tower Hill Limited
|
United Kingdom
|
654
|
Tower Place Developments (West) Limited
|
United Kingdom
|
655
|
Tower Place Developments Limited
|
United Kingdom
|
656
|
U.T.E. AMG
|
Spain
|
657
|
U.T.E. Marsh - Caja Castilla La Mancha Junta de Comunidades
|
Spain
|
658
|
U.T.E. Marsh - Salvado Reus (in liquidation)
|
Spain
|
659
|
U.T.E. Marsh - Salvado Reus 2012
|
Spain
|
660
|
U.T.E. Marsh - Salvado Vila-Seca 2010
|
Spain
|
661
|
UAD BB Marsh Lietuva
|
Lithuania
|
662
|
Vezina & Associes Inc.
|
Canada
|
663
|
Vezina Assurances Inc.
|
Canada
|
664
|
Victor Insurance Europe B.V.
|
Netherlands
|
665
|
Victor Insurance Holdings Inc.
|
United States
|
666
|
Victor Insurance Italia S.r.l.
|
Italy
|
667
|
Victor O. Schinnerer & Co. (Bermuda), Ltd.
|
Bermuda
|
668
|
Victor O. Schinnerer & Company Limited
|
United Kingdom
|
669
|
Victor O. Schinnerer & Company, Inc.
|
United States
|
670
|
Victoria Hall Company Limited
|
Bermuda
|
671
|
William M. Mercer (Canada) Limited/William M. Mercer (Canada) Limitee
|
Canada
|
672
|
William M. Mercer AB
|
Sweden
|
673
|
William M. Mercer Comercio, Consultoria e Servicos Ltda.
|
Brazil
|
Date:
|
February 21, 2019
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 21, 2019
|
|
/s/ Mark C. McGivney
|
|
|
|
Mark C. McGivney
|
|
|
|
Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Marsh & McLennan Companies, Inc.
|
Date:
|
February 21, 2019
|
|
/s/ Daniel S. Glaser
|
|
|
|
Daniel S. Glaser
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 21, 2019
|
|
/s/ Mark C. McGivney
|
|
|
|
Mark C. McGivney
|
|
|
|
Chief Financial Officer
|