Large Accelerated Filer x | Accelerated Filer ¨ | |
Non-Accelerated Filer ¨(Do not check if a smaller reporting company) | Smaller Reporting Company ¨ | |
Emerging Growth Company ¨ |
ITEM 1. | FINANCIAL STATEMENTS (UNAUDITED) | |
ITEM 2. | ||
OF OPERATIONS | ||
ITEM 3. | ||
ITEM 4. | ||
ITEM 1. | ||
ITEM 1A. | ||
ITEM 2. | ||
ITEM 3. | ||
ITEM 4. | ||
ITEM 5. | ||
ITEM 6. |
Item 1. | Financial Statements. |
Three Months Ended March 31, | |||||||
(In millions, except per share amounts) | 2017 | 2016 | |||||
Revenue | $ | 3,503 | $ | 3,336 | |||
Expense: | |||||||
Compensation and benefits | 1,945 | 1,854 | |||||
Other operating expenses | 749 | 749 | |||||
Operating expenses | 2,694 | 2,603 | |||||
Operating income | 809 | 733 | |||||
Interest income | 2 | 2 | |||||
Interest expense | (58 | ) | (46 | ) | |||
Investment income (loss) | — | (3 | ) | ||||
Income before income taxes | 753 | 686 | |||||
Income tax expense | 175 | 196 | |||||
Net income before non-controlling interests | 578 | 490 | |||||
Less: Net income attributable to non-controlling interests | 9 | 9 | |||||
Net income attributable to the Company | $ | 569 | $ | 481 | |||
Net Income Per Share Attributable to the Company: | |||||||
Basic | $ | 1.10 | $ | 0.92 | |||
Diluted | $ | 1.09 | $ | 0.91 | |||
Average number of shares outstanding: | |||||||
Basic | 515 | 521 | |||||
Diluted | 522 | 526 | |||||
Shares outstanding at March 31, | 515 | 521 |
Three Months Ended March 31, | |||||||
(In millions) | 2017 | 2016 | |||||
Net income before non-controlling interests | $ | 578 | $ | 490 | |||
Other comprehensive income (loss), before tax: | |||||||
Foreign currency translation adjustments | 235 | 13 | |||||
Unrealized investment gains (losses) | (5 | ) | — | ||||
Gain related to pension/post-retirement plans | 33 | 138 | |||||
Other comprehensive income, before tax | 263 | 151 | |||||
Income tax expense on other comprehensive income | 7 | 28 | |||||
Other comprehensive income, net of tax | 256 | 123 | |||||
Comprehensive income | 834 | 613 | |||||
Less: comprehensive income attributable to non-controlling interest | 9 | 9 | |||||
Comprehensive income attributable to the Company | $ | 825 | $ | 604 |
(In millions, except share amounts) | March 31, 2017 | December 31, 2016 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 930 | $ | 1,026 | |||
Receivables | |||||||
Commissions and fees | 3,564 | 3,370 | |||||
Advanced premiums and claims | 53 | 83 | |||||
Other | 278 | 286 | |||||
3,895 | 3,739 | ||||||
Less-allowance for doubtful accounts and cancellations | (100 | ) | (96 | ) | |||
Net receivables | 3,795 | 3,643 | |||||
Other current assets | 256 | 215 | |||||
Total current assets | 4,981 | 4,884 | |||||
Goodwill | 8,769 | 8,369 | |||||
Other intangible assets | 1,291 | 1,126 | |||||
Fixed assets (net of accumulated depreciation and amortization of $1,729 at March 31, 2017 and $1,683 at December 31, 2016) | 722 | 725 | |||||
Pension related assets | 872 | 776 | |||||
Deferred tax assets | 1,009 | 1,097 | |||||
Other assets | 1,325 | 1,213 | |||||
$ | 18,969 | $ | 18,190 |
(In millions, except share amounts) | March 31, 2017 | December 31, 2016 | |||||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Short-term debt | $ | 412 | $ | 312 | |||
Accounts payable and accrued liabilities | 2,033 | 1,969 | |||||
Accrued compensation and employee benefits | 765 | 1,655 | |||||
Accrued income taxes | 202 | 146 | |||||
Dividends payable | 176 | — | |||||
Total current liabilities | 3,588 | 4,082 | |||||
Fiduciary liabilities | 4,601 | 4,241 | |||||
Less – cash and investments held in a fiduciary capacity | (4,601 | ) | (4,241 | ) | |||
— | — | ||||||
Long-term debt | 5,479 | 4,495 | |||||
Pension, post-retirement and post-employment benefits | 2,025 | 2,076 | |||||
Liabilities for errors and omissions | 300 | 308 | |||||
Other liabilities | 958 | 957 | |||||
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 March 31, 2017 | |||||||
and December 31, 2016 | 561 | 561 | |||||
Additional paid-in capital | 733 | 842 | |||||
Retained earnings | 12,606 | 12,388 | |||||
Accumulated other comprehensive loss | (4,837 | ) | (5,093 | ) | |||
Non-controlling interests | 87 | 80 | |||||
9,150 | 8,778 | ||||||
Less – treasury shares, at cost, 45,617,551 shares at March 31, 2017 | |||||||
and 46,150,415 shares at December 31, 2016 | (2,531 | ) | (2,506 | ) | |||
Total equity | 6,619 | 6,272 | |||||
$ | 18,969 | $ | 18,190 |
For the Three Months Ended March 31, | |||||||
(In millions) | 2017 | 2016 | |||||
Operating cash flows: | |||||||
Net income before non-controlling interests | $ | 578 | $ | 490 | |||
Adjustments to reconcile net income to cash used for operations: | |||||||
Depreciation and amortization of fixed assets and capitalized software | 80 | 78 | |||||
Amortization of intangible assets | 40 | 33 | |||||
Adjustments and payments related to contingent consideration liability | (20 | ) | 1 | ||||
Provision for deferred income taxes | 25 | 22 | |||||
Loss on investments | — | 3 | |||||
Loss on disposition of assets | 6 | 2 | |||||
Share-based compensation expense | 42 | 31 | |||||
Changes in assets and liabilities: | |||||||
Net receivables | (146 | ) | (175 | ) | |||
Other current assets | (43 | ) | (34 | ) | |||
Other assets | (25 | ) | 2 | ||||
Accounts payable and accrued liabilities | 60 | 36 | |||||
Accrued compensation and employee benefits | (888 | ) | (931 | ) | |||
Accrued income taxes | 56 | (26 | ) | ||||
Contributions to pension and other benefit plans in excess of current year expense/credit | (106 | ) | (67 | ) | |||
Other liabilities | (46 | ) | (71 | ) | |||
Effect of exchange rate changes | (12 | ) | 25 | ||||
Net cash used for operations | (399 | ) | (581 | ) | |||
Financing cash flows: | |||||||
Purchase of treasury shares | (200 | ) | (200 | ) | |||
Net increase in commercial paper | 100 | 252 | |||||
Proceeds from debt | 987 | 347 | |||||
Repayments of debt | (5 | ) | (3 | ) | |||
Shares withheld for taxes on vested units – treasury shares | (48 | ) | (37 | ) | |||
Issuance of common stock from treasury shares | 73 | 92 | |||||
Payments of deferred and contingent consideration for acquisitions | (34 | ) | (39 | ) | |||
Distributions of non-controlling interests | (1 | ) | (6 | ) | |||
Dividends paid | (175 | ) | (161 | ) | |||
Net cash provided by financing activities | 697 | 245 | |||||
Investing cash flows: | |||||||
Capital expenditures | (62 | ) | (51 | ) | |||
Net sales (purchases) of long-term investments | 11 | (2 | ) | ||||
Proceeds from sales of fixed assets | 1 | 1 | |||||
Acquisitions | (411 | ) | (75 | ) | |||
Other, net | — | 1 | |||||
Net cash used for investing activities | (461 | ) | (126 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | 67 | 6 | |||||
Decrease in cash and cash equivalents | (96 | ) | (456 | ) | |||
Cash and cash equivalents at beginning of period | 1,026 | 1,374 | |||||
Cash and cash equivalents at end of period | $ | 930 | $ | 918 |
For the Three Months Ended March 31, | |||||||
(In millions, except per share amounts) | 2017 | 2016 | |||||
COMMON STOCK | |||||||
Balance, beginning and end of period | $ | 561 | $ | 561 | |||
ADDITIONAL PAID-IN CAPITAL | |||||||
Balance, beginning of year | $ | 842 | $ | 861 | |||
Change in accrued stock compensation costs | (43 | ) | (36 | ) | |||
Issuance of shares under stock compensation plans and employee stock purchase plans and related tax impact in 2016 | (66 | ) | (48 | ) | |||
Balance, end of period | $ | 733 | $ | 777 | |||
RETAINED EARNINGS | |||||||
Balance, beginning of year | $ | 12,388 | $ | 11,302 | |||
Net income attributable to the Company | 569 | 481 | |||||
Dividend equivalents declared – (per share amounts: $0.68 in 2017 and $0.62 in 2016) | (1 | ) | (1 | ) | |||
Dividends declared – (per share amounts: $0.68 in 2017 and $0.62 in 2016) | (350 | ) | (322 | ) | |||
Balance, end of period | $ | 12,606 | $ | 11,460 | |||
ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||
Balance, beginning of year | $ | (5,093 | ) | $ | (4,220 | ) | |
Other comprehensive income, net of tax | 256 | 123 | |||||
Balance, end of period | $ | (4,837 | ) | $ | (4,097 | ) | |
TREASURY SHARES | |||||||
Balance, beginning of year | $ | (2,506 | ) | $ | (1,991 | ) | |
Issuance of shares under stock compensation plans and employee stock purchase plans | 175 | 169 | |||||
Purchase of treasury shares | (200 | ) | (200 | ) | |||
Balance, end of period | $ | (2,531 | ) | $ | (2,022 | ) | |
NON-CONTROLLING INTERESTS | |||||||
Balance, beginning of year | $ | 80 | $ | 89 | |||
Net income attributable to non-controlling interests | 9 | 9 | |||||
Distributions and other changes | (2 | ) | (6 | ) | |||
Balance, end of period | $ | 87 | $ | 92 | |||
TOTAL EQUITY | $ | 6,619 | $ | 6,771 |
Basic and Diluted EPS Calculation | Three Months Ended March 31, | ||||||
(In millions, except per share amounts) | 2017 | 2016 | |||||
Net income before non-controlling interests | $ | 578 | $ | 490 | |||
Less: Net income attributable to non-controlling interests | 9 | 9 | |||||
Net income attributable to the Company | $ | 569 | $ | 481 | |||
Basic weighted average common shares outstanding | 515 | 521 | |||||
Dilutive effect of potentially issuable common shares | 7 | 5 | |||||
Diluted weighted average common shares outstanding | 522 | 526 | |||||
Average stock price used to calculate common stock equivalents | $ | 71.32 | $ | 55.86 |
(In millions) | 2017 | 2016 | ||||||
Assets acquired, excluding cash | $ | 577 | $ | 105 | ||||
Liabilities assumed | (76 | ) | (4 | ) | ||||
Contingent/deferred purchase consideration | (90 | ) | (26 | ) | ||||
Net cash outflow for acquisitions | $ | 411 | $ | 75 |
(In millions) | 2017 | 2016 | |||||
Interest paid | $ | 62 | $ | 58 | |||
Income taxes paid, net of refunds | $ | 100 | $ | 187 |
(In millions) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Gains (Losses) | Total Gains (Losses) | |||||||||||
Balance as of January 1, 2017 | $ | 19 | $ | (3,232 | ) | $ | (1,880 | ) | $ | (5,093 | ) | ||||
Other comprehensive income (loss) before reclassifications | (3 | ) | (6 | ) | 235 | 226 | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 30 | — | 30 | |||||||||||
Net current period other comprehensive income (loss) | (3 | ) | 24 | 235 | 256 | ||||||||||
Balance as of March 31, 2017 | $ | 16 | $ | (3,208 | ) | $ | (1,645 | ) | $ | (4,837 | ) |
(In millions) | Unrealized Investment Gains | Pension/Post-Retirement Plans Gains (Losses) | Foreign Currency Translation Gains (Losses) | Total Gains (Losses) | |||||||||||
Balance as of January 1, 2016 | $ | 6 | $ | (3,124 | ) | $ | (1,102 | ) | $ | (4,220 | ) | ||||
Other comprehensive income (loss) before reclassifications | — | 80 | 13 | 93 | |||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 30 | — | 30 | |||||||||||
Net current period other comprehensive income (loss) | — | 110 | 13 | 123 | |||||||||||
Balance as of March 31, 2016 | $ | 6 | $ | (3,014 | ) | $ | (1,089 | ) | $ | (4,097 | ) |
Three Months Ended March 31, | 2017 | 2016 | ||||||||||||||||||
(In millions) | Pre-Tax | Tax (Credit) | Net of Tax | Pre-Tax | Tax | Net of Tax | ||||||||||||||
Foreign currency translation adjustments | $ | 235 | $ | — | $ | 235 | $ | 13 | $ | — | $ | 13 | ||||||||
Unrealized investment gains | (5 | ) | (2 | ) | (3 | ) | — | — | — | |||||||||||
Pension/post-retirement plans: | ||||||||||||||||||||
Amortization of losses included in net periodic pension cost: | ||||||||||||||||||||
Prior service cost (a) | — | — | — | 1 | — | 1 | ||||||||||||||
Net actuarial losses (a) | 40 | 10 | 30 | 41 | 12 | 29 | ||||||||||||||
Subtotal | 40 | 10 | 30 | 42 | 12 | 30 | ||||||||||||||
Effect of remeasurement | 9 | 2 | 7 | (1 | ) | — | (1 | ) | ||||||||||||
Effect of curtailment | (1 | ) | — | (1 | ) | — | — | — | ||||||||||||
Effect of settlement | 1 | — | 1 | 1 | — | 1 | ||||||||||||||
Foreign currency translation (losses) gains | (15 | ) | (3 | ) | (12 | ) | 97 | 16 | 81 | |||||||||||
Other | (1 | ) | — | (1 | ) | (1 | ) | — | (1 | ) | ||||||||||
Pension/post-retirement plans gains | 33 | 9 | 24 | 138 | 28 | 110 | ||||||||||||||
Other comprehensive income | $ | 263 | $ | 7 | $ | 256 | $ | 151 | $ | 28 | $ | 123 | ||||||||
(a) Components of net periodic pension cost are included in compensation and benefits in the consolidated statements of income. Income tax credits on prior service losses and net actuarial losses are included in income tax expense. |
• | January – Marsh & McLennan Agency ("MMA") acquired J. Smith Lanier & Co. ("JSL"), one of the nation’s largest privately held insurance brokerage firms providing insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S. |
• | February – MMA acquired iaConsulting Services, 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. |
For the Three Months Ended March 31, 2017 | |||
(In millions) | |||
Cash | $ | 419 | |
Estimated fair value of deferred/contingent consideration | 90 | ||
Total Consideration | $ | 509 | |
Allocation of purchase price: | |||
Cash and cash equivalents | $ | 8 | |
Accounts receivable, net | 7 | ||
Property, plant, and equipment | 3 | ||
Other intangible assets | 204 | ||
Goodwill | 363 | ||
Total assets acquired | 585 | ||
Current liabilities | 4 | ||
Other liabilities | 72 | ||
Total liabilities assumed | 76 | ||
Net assets acquired | $ | 509 |
Amount | Weighted Average Amortization Period | |||||
Client relationships | $ | 204 | 10 years |
• | February – MMA acquired The Celedinas Agency, Inc., a Florida-based brokerage firm providing property and casualty and marine insurance as well as employee benefits services, and Aviation Solutions, LLC, a Missouri-based aviation risk advisor and insurance broker. |
• | March – MMA acquired Corporate Consulting Services, Ltd., a New York-based insurance brokerage and human resource consulting firm. |
• | August – MMA acquired Benefits Advisory Group LLC, an Atlanta-based employee benefits consulting firm. |
• | September – MMA acquired Vero Insurance, Inc., a Florida-based agency specializing in private client insurance services. |
• | November – MMA acquired Benefits Resource Group Agency, LLC, an Ohio-based benefits consulting firm and Presidio Benefits Group, Inc., a California-based employee benefits consulting firm. |
• | December – Marsh acquired AD Corretora, a multi-line broker located in Brazil, and Bluefin Insurance Group, Ltd, a U.K.-based insurance brokerage. |
• | January – Mercer acquired The Positive Ageing Company Limited, a U.K.-based firm providing advice on issues surrounding the aging workforce. |
• | April – Mercer acquired the Extratextual software system and related client contracts. Extratextual is a web based compliance system that helps clients manage and meet their compliance and risk management obligations. |
• | December – Oliver Wyman acquired LShift Limited, a software development company, and Mercer acquired Sirota Consulting LLC, a global provider of employee benefit solutions; Pillar Administration, a superannuation provider located in Australia; and Thomsons Online Benefits, a U.K.-based global benefits software business. |
Three Months Ended March 31, | |||||||
(In millions, except per share figures) | 2017 | 2016 | |||||
Revenue | $ | 3,515 | $ | 3,460 | |||
Net income attributable to the Company | $ | 568 | $ | 481 | |||
Basic net income per share attributable to the Company | $ | 1.10 | $ | 0.92 | |||
Diluted net income per share attributable to the Company | $ | 1.09 | $ | 0.91 |
March 31, | |||||||
(In millions) | 2017 | 2016 | |||||
Balance as of January 1, as reported | $ | 8,369 | $ | 7,889 | |||
Goodwill acquired | 363 | 61 | |||||
Other adjustments(a) | 37 | — | |||||
Balance at March 31, | $ | 8,769 | $ | 7,950 |
(a) | The increase in 2017 primarily reflects the impact of foreign exchange. |
March 31, 2017 | December 31, 2016 | ||||||||||||||||||||||
(In millions) | Gross Cost | Accumulated Amortization | Net Carrying Amount | Gross Cost | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
Client Relationships | $ | 1,591 | $ | 422 | $ | 1,169 | $ | 1,390 | $ | 392 | $ | 998 | |||||||||||
Other (a) | 205 | 83 | 122 | 204 | 76 | 128 | |||||||||||||||||
Amortized intangibles | $ | 1,796 | $ | 505 | $ | 1,291 | $ | 1,594 | $ | 468 | $ | 1,126 |
For the Years Ending December 31, | |||
(In millions) | Estimated Expense | ||
2017 (excludes amortization through March 31, 2017) | $ | 126 | |
2018 | 161 | ||
2019 | 153 | ||
2020 | 135 | ||
2021 | 129 | ||
Subsequent years | 587 | ||
$ | 1,291 |
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. |
Identical Assets (Level 1) | Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||||||||
(In millions) | 03/31/17 | 12/31/16 | 03/31/17 | 12/31/16 | 03/31/17 | 12/31/16 | 03/31/17 | 12/31/16 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||
Financial instruments owned: | |||||||||||||||||||||||||||||||
Exchange traded equity securities(a) | $ | 83 | $ | 89 | $ | — | $ | — | $ | — | $ | — | $ | 83 | $ | 89 | |||||||||||||||
Mutual funds(a) | 134 | 141 | — | — | — | — | 134 | 141 | |||||||||||||||||||||||
Money market funds(b) | 24 | 22 | — | — | — | — | 24 | 22 | |||||||||||||||||||||||
Total assets measured at fair value | $ | 241 | $ | 252 | $ | — | $ | — | $ | — | $ | — | $ | 241 | $ | 252 | |||||||||||||||
Fiduciary Assets: | |||||||||||||||||||||||||||||||
Money market funds | $ | 28 | $ | 90 | $ | — | $ | — | $ | — | $ | — | $ | 28 | $ | 90 | |||||||||||||||
Total fiduciary assets measured at fair value | $ | 28 | $ | 90 | $ | — | $ | — | $ | — | $ | — | $ | 28 | $ | 90 | |||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||
Contingent purchase consideration liability(c) | $ | — | $ | — | $ | — | $ | — | $ | 247 | $ | 241 | $ | 247 | $ | 241 | |||||||||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | — | $ | — | $ | 247 | $ | 241 | $ | 247 | $ | 241 |
(a) | Included in other assets in the consolidated balance sheets. |
(b) | Included in cash and cash equivalents in the consolidated balance sheets. |
(c) | Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. |
(In millions) | 2017 | 2016 | |||||
Balance at January 1, | $ | 241 | $ | 309 | |||
Additions | 34 | 8 | |||||
Payments | (12 | ) | (18 | ) | |||
Revaluation Impact | (16 | ) | 5 | ||||
Other (a) | — | (2 | ) | ||||
Balance at March 31, | $ | 247 | $ | 302 |
Combined U.S. and significant non-U.S. Plans | Pension | Post-retirement | |||||||||||||
For the Three Months Ended March 31, | Benefits | Benefits | |||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Service cost | $ | 18 | $ | 44 | $ | — | $ | — | |||||||
Interest cost | 122 | 137 | 1 | 2 | |||||||||||
Expected return on plan assets | (224 | ) | (241 | ) | — | — | |||||||||
Amortization of prior service cost | — | — | 1 | 1 | |||||||||||
Recognized actuarial loss (gain) | 40 | 42 | — | (1 | ) | ||||||||||
Net periodic benefit (credit) cost | $ | (44 | ) | $ | (18 | ) | $ | 2 | $ | 2 | |||||
Curtailment gain | (1 | ) | — | — | — | ||||||||||
Settlement loss | 1 | — | — | — | |||||||||||
Total (credit) cost | $ | (44 | ) | $ | (18 | ) | $ | 2 | $ | 2 |
U.S. Plans only | Pension | Post-retirement | |||||||||||||
For the Three Months Ended March 31, | Benefits | Benefits | |||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Service cost | $ | — | $ | 26 | $ | — | $ | — | |||||||
Interest cost | 66 | 66 | — | 1 | |||||||||||
Expected return on plan assets | (89 | ) | (95 | ) | — | — | |||||||||
Amortization of prior service cost | — | — | 1 | 1 | |||||||||||
Recognized actuarial loss (gain) | 9 | 18 | — | (1 | ) | ||||||||||
Net periodic benefit (credit) cost | $ | (14 | ) | $ | 15 | $ | 1 | $ | 1 |
Significant non-U.S. Plans only | Pension | Post-retirement | |||||||||||||
For the Three Months Ended March 31, | Benefits | Benefits | |||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | |||||||||||
Service cost | $ | 18 | $ | 18 | $ | — | $ | — | |||||||
Interest cost | 56 | 71 | 1 | 1 | |||||||||||
Expected return on plan assets | (135 | ) | (146 | ) | — | — | |||||||||
Recognized actuarial loss | 31 | 24 | — | — | |||||||||||
Net periodic benefit (credit) cost | $ | (30 | ) | $ | (33 | ) | $ | 1 | $ | 1 | |||||
Curtailment gain | (1 | ) | — | — | — | ||||||||||
Settlement loss | 1 | — | — | — | |||||||||||
Total (credit) cost | $ | (30 | ) | $ | (33 | ) | $ | 1 | $ | 1 |
Combined U.S. and significant non-U.S. Plans | Pension Benefits | Post-retirement Benefits | |||||||||
March 31, | 2017 | 2016 | 2017 | 2016 | |||||||
Weighted average assumptions: | |||||||||||
Expected return on plan assets | 6.64 | % | 7.07 | % | — | — | |||||
Discount rate | 3.40 | % | 4.11 | % | 3.64 | % | 4.12 | % | |||
Rate of compensation increase* | 1.77 | % | 2.44 | % | — | — |
(In millions) | March 31, 2017 | December 31, 2016 | |||||
Short-term: | |||||||
Commercial paper | $ | 150 | $ | 50 | |||
Current portion of long-term debt | 262 | 262 | |||||
412 | 312 | ||||||
Long-term: | |||||||
Senior notes – 2.30% due 2017 (a) | 250 | 250 | |||||
Senior notes – 2.55% due 2018 | 249 | 249 | |||||
Senior notes – 2.35% due 2019 | 299 | 299 | |||||
Senior notes – 2.35% due 2020 | 497 | 497 | |||||
Senior notes – 4.80% due 2021 | 498 | 498 | |||||
Senior notes – 2.75% due 2022 | 496 | — | |||||
Senior notes – 3.30% due 2023 | 347 | 347 | |||||
Senior notes – 4.05% due 2023 | 248 | 248 | |||||
Senior notes – 3.50% due 2024 | 596 | 596 | |||||
Senior notes – 3.50% due 2025 | 495 | 495 | |||||
Senior notes – 3.75% due 2026 | 596 | 596 | |||||
Senior notes – 5.875% due 2033 | 297 | 297 | |||||
Senior notes – 4.35% due 2047 | 492 | — | |||||
Mortgage – 5.70% due 2035 | 379 | 382 | |||||
Other | 2 | 3 | |||||
5,741 | 4,757 | ||||||
Less current portion | 262 | 262 | |||||
$ | 5,479 | $ | 4,495 |
March 31, 2017 | December 31, 2016 | ||||||||||||||
(In millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
Short-term debt | $ | 412 | $ | 412 | $ | 312 | $ | 313 | |||||||
Long-term debt | $ | 5,479 | $ | 5,658 | $ | 4,495 | $ | 4,625 |
(In millions) | Liability at 1/1/16 | Amounts Accrued | Cash Paid | Other | Liability at 12/31/16 | Amounts Accrued | Cash Paid | Other | Liability at 3/31/17 | ||||||||||||||||||||||||||
Severance | $ | 15 | $ | 40 | $ | (22 | ) | $ | (1 | ) | $ | 32 | $ | 5 | $ | (21 | ) | $ | (1 | ) | $ | 15 | |||||||||||||
Future rent under non-cancelable leases and other costs | 78 | 4 | (17 | ) | (4 | ) | 61 | 4 | (4 | ) | (2 | ) | 59 | ||||||||||||||||||||||
Total | $ | 93 | $ | 44 | $ | (39 | ) | $ | (5 | ) | $ | 93 | $ | 9 | $ | (25 | ) | $ | (3 | ) | $ | 74 |
▪ | Risk and Insurance Services, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and |
▪ | Consulting, comprising Mercer and Oliver Wyman Group. |
Three Months Ended March 31, | ||||||||
(In millions) | Revenue | Operating Income (Loss) | ||||||
2017– | ||||||||
Risk and Insurance Services | $ | 1,989 | (a) | $ | 613 | |||
Consulting | 1,526 | (b) | 241 | |||||
Total Operating Segments | 3,515 | 854 | ||||||
Corporate / Eliminations | (12 | ) | (45 | ) | ||||
Total Consolidated | $ | 3,503 | $ | 809 | ||||
2016– | ||||||||
Risk and Insurance Services | $ | 1,868 | (a) | $ | 535 | |||
Consulting | 1,478 | (b) | 245 | |||||
Total Operating Segments | 3,346 | 780 | ||||||
Corporate / Eliminations | (10 | ) | (47 | ) | ||||
Total Consolidated | $ | 3,336 | $ | 733 |
(a) | Includes inter-segment revenue of $1 million in 2016, interest income on fiduciary funds of $8 million and $6 million in 2017 and 2016, respectively, and equity method income of $2 million in 2017 and $1 million in 2016, respectively. |
(b) | Includes inter-segment revenue of $12 million and $9 million in 2017 and 2016, respectively, interest income on fiduciary funds of $1 million in both 2017 and 2016, and equity method income of $4 million in both 2017 and 2016. |
Three Months Ended March 31, | ||||||||
(In millions) | 2017 | 2016 | ||||||
Risk and Insurance Services | ||||||||
Marsh | $ | 1,602 | $ | 1,493 | ||||
Guy Carpenter | 387 | 375 | ||||||
Total Risk and Insurance Services | 1,989 | 1,868 | ||||||
Consulting | ||||||||
Mercer | 1,077 | 1,039 | ||||||
Oliver Wyman Group | 449 | 439 | ||||||
Total Consulting | 1,526 | 1,478 | ||||||
Total Operating Segments | 3,515 | 3,346 | ||||||
Corporate / Eliminations | (12 | ) | (10 | ) | ||||
Total | $ | 3,503 | $ | 3,336 |
• | 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 wealth, health 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. |
Three Months Ended March 31, | |||||||
(In millions, except per share figures) | 2017 | 2016 | |||||
Revenue | $ | 3,503 | $ | 3,336 | |||
Expense: | |||||||
Compensation and Benefits | 1,945 | 1,854 | |||||
Other Operating Expenses | 749 | 749 | |||||
Operating Expenses | 2,694 | 2,603 | |||||
Operating Income | $ | 809 | $ | 733 | |||
Net income before non-controlling interests | $ | 578 | $ | 490 | |||
Net Income Attributable to the Company | $ | 569 | $ | 481 | |||
Net Income Per Share Attributable to the Company: | |||||||
Basic | $ | 1.10 | $ | 0.92 | |||
Diluted | $ | 1.09 | $ | 0.91 | |||
Average Number of Shares Outstanding: | |||||||
Basic | 515 | 521 | |||||
Diluted | 522 | 526 | |||||
Shares Outstanding at March 31 | 515 | 521 |
Three Months Ended March 31, | % Change GAAP Revenue | Components of Revenue Change* | |||||||||||||||||
Currency Impact | Acquisitions/ Dispositions Impact | Underlying Revenue | |||||||||||||||||
(In millions) | 2017 | 2016 | |||||||||||||||||
Risk and Insurance Services | |||||||||||||||||||
Marsh | $ | 1,596 | $ | 1,488 | 7 | % | (1 | )% | 4 | % | 5 | % | |||||||
Guy Carpenter | 385 | 374 | 3 | % | (1 | )% | — | 4 | % | ||||||||||
Subtotal | 1,981 | 1,862 | 6 | % | (1 | )% | 3 | % | 5 | % | |||||||||
Fiduciary Interest Income | 8 | 6 | |||||||||||||||||
Total Risk and Insurance Services | 1,989 | 1,868 | 6 | % | (1 | )% | 3 | % | 5 | % | |||||||||
Consulting | |||||||||||||||||||
Mercer | 1,077 | 1,039 | 4 | % | (2 | )% | 2 | % | 3 | % | |||||||||
Oliver Wyman Group | 449 | 439 | 2 | % | (2 | )% | — | 4 | % | ||||||||||
Total Consulting | 1,526 | 1,478 | 3 | % | (2 | )% | 2 | % | 3 | % | |||||||||
Corporate / Eliminations | (12 | ) | (10 | ) | |||||||||||||||
Total Revenue | $ | 3,503 | $ | 3,336 | 5 | % | (1 | )% | 2 | % | 4 | % |
Three Months Ended March 31, | % Change GAAP Revenue | Components of Revenue Change* | |||||||||||||||||
Currency Impact | Acquisitions/ Dispositions Impact | Underlying Revenue | |||||||||||||||||
(In millions) | 2017 | 2016 | |||||||||||||||||
Marsh: | |||||||||||||||||||
EMEA | $ | 589 | $ | 570 | 3 | % | (4 | )% | 5 | % | 3 | % | |||||||
Asia Pacific | 152 | 146 | 4 | % | 1 | % | (8 | )% | 11 | % | |||||||||
Latin America | 80 | 71 | 13 | % | 1 | % | 5 | % | 7 | % | |||||||||
Total International | 821 | 787 | 4 | % | (3 | )% | 2 | % | 5 | % | |||||||||
U.S. / Canada | 775 | 701 | 10 | % | — | 5 | % | 5 | % | ||||||||||
Total Marsh | $ | 1,596 | $ | 1,488 | 7 | % | (1 | )% | 4 | % | 5 | % | |||||||
Mercer: | |||||||||||||||||||
Defined Benefit Consulting & Administration | $ | 334 | $ | 361 | (8 | )% | (4 | )% | (4 | )% | — | ||||||||
Investment Management & Related Services | 186 | 147 | 26 | % | 1 | % | 16 | % | 9 | % | |||||||||
Total Wealth | 520 | 508 | 2 | % | (2 | )% | 2 | % | 3 | % | |||||||||
Health | 415 | 400 | 4 | % | (1 | )% | 2 | % | 2 | % | |||||||||
Career | 142 | 131 | 9 | % | (1 | )% | 3 | % | 7 | % | |||||||||
Total Mercer | $ | 1,077 | $ | 1,039 | 4 | % | (2 | )% | 2 | % | 3 | % |
Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability, such as: acquisitions, dispositions and transfers among businesses and the deconsolidation of Marsh India. | |
Effective January 1, 2017, Mercer established a Wealth business reflecting a unified client strategy for its former Retirement and Investments businesses. The 2016 information in the chart above has been conformed to the current presentation. | |
* | Components of revenue change may not add due to rounding. |
For the Three Months Ended March 31, | ||||||
(In millions) | 2017 | 2016 | ||||
Revenue | $ | 1,989 | $ | 1,868 | ||
Compensation and Benefits | 980 | 921 | ||||
Other Expenses | 396 | 412 | ||||
Expense | 1,376 | 1,333 | ||||
Operating Income | $ | 613 | $ | 535 | ||
Operating Income Margin | 30.8 | % | 28.6 | % |
For the Three Months Ended March 31, | |||||||
(In millions) | 2017 | 2016 | |||||
Revenue | $ | 1,526 | $ | 1,478 | |||
Compensation and Benefits | 875 | 847 | |||||
Other Expenses | 410 | 386 | |||||
Expense | 1,285 | 1,233 | |||||
Operating Income | $ | 241 | $ | 245 | |||
Operating Income Margin | 15.8 | % | 16.6 | % |
(In millions of dollars) | Payment due by Period | ||||||||||||||||||
Contractual Obligations | Total | Within 1 Year | 1-3 Years | 4-5 Years | After 5 Years | ||||||||||||||
Commercial paper | $ | 150 | $ | 150 | $ | — | $ | — | $ | — | |||||||||
Short-term debt | 262 | 262 | — | — | — | ||||||||||||||
Long-term debt | 5,517 | — | 1,076 | 1,029 | 3,412 | ||||||||||||||
Interest on long-term debt | 2,067 | 211 | 401 | 345 | 1,110 | ||||||||||||||
Net operating leases | 2,091 | 320 | 545 | 415 | 811 | ||||||||||||||
Service agreements | 357 | 211 | 137 | 9 | — | ||||||||||||||
Other long-term obligations | 428 | 190 | 179 | 54 | 5 | ||||||||||||||
Total | $ | 10,872 | $ | 1,344 | $ | 2,338 | $ | 1,852 | $ | 5,338 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
(In millions) | March 31, 2017 | ||
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits | $ | 930 | |
Fiduciary cash and investments | $ | 4,601 |
Item 4. | Controls & Procedures. |
Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||||||||
January 1-31, 2017 | — | $ | — | — | $ | 2,440,752,101 | |||||||
February 1-28, 2017 | 1,211,405 | $ | 71.9118 | 1,211,405 | $ | 2,353,637,839 | |||||||
March 1-31, 2017 | 1,520,887 | $ | 74.2236 | 1,520,887 | $ | 2,240,752,145 | |||||||
Total | 2,732,292 | $ | 73.1986 | 2,732,292 | $ | 2,240,752,145 |
Date: | April 28, 2017 | /s/ Mark C. McGivney | |
Mark C. McGivney | |||
Chief Financial Officer | |||
Date: | April 28, 2017 | /s/ Robert J. Rapport | |
Robert J. Rapport | |||
Senior Vice President & Controller | |||
(Chief Accounting Officer) |
Exhibit No. | Exhibit Name | |
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 |
I. BACKGROUND | 1 |
II. AWARDS | 1 |
A. General | 1 |
1. Award Acceptance | 1 |
2. Rights of Award Holders | 1 |
3. Restrictive Covenants Agreement | 1 |
B. Stock Units | 2 |
1. General | 2 |
2. Vesting | 2 |
3. Dividend Equivalents | 2 |
4. Delivery | 2 |
C. Satisfaction of Tax Obligations | 3 |
1. Personal Tax Advisor | 3 |
2. U.S. Employees | 3 |
3. Non-U.S. Employees | 3 |
a. Stock Units and Dividend Equivalents | 3 |
b. Withholding | 3 |
III. EMPLOYMENT EVENTS | 4 |
A. Death | 4 |
B. Permanent Disability | 4 |
C. Termination by the Company Other Than for Cause | 4 |
1. General | 4 |
2. Important Notes | 4 |
a. Sale of Business Unit | 4 |
b. Constructive Discharge | 4 |
D. All Other Terminations | 4 |
E. Date of Termination of Employment | 5 |
F. Conditions to Vesting of Award Prior to [a] [the] Scheduled Vesting Date | 5 |
1. Restrictive Covenants Agreement | 5 |
2. Waiver and Release and Restrictive Covenants Agreement | 5 |
G. Determination of Pro-Rata Vesting upon Termination of Employment | 6 |
H. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax | 6 |
IV. CHANGE IN CONTROL PROVISIONS | 7 |
V. DEFINITIONS | 8 |
VI. ADDITIONAL PROVISIONS | 9 |
A. Additional Provisions - General | 9 |
1. Administrative Rules | 9 |
2. Amendment | 9 |
3. Limitations | 10 |
4. Cancellation or Clawback of Awards | 10 |
5. Governing Law; Choice of Forum | 10 |
6. Severability; Captions | 11 |
7. Electronic Delivery and Acceptance | 11 |
8. Waiver | 11 |
B. Additional Provisions - Outside of the United States | 11 |
1. Changes to Delivery | 11 |
2. Amendment and Modification | 11 |
VII. QUESTIONS AND ADDITIONAL INFORMATION | 12 |
I. | BACKGROUND |
II. | AWARDS |
A. | General. |
1. | Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award. |
2. | Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights). |
3. | Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award and you must execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III. Failure to timely execute the Restrictive Covenants Agreement by the date specified in the Grant Documentation or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.F.1. or 2., as applicable, |
B. | Stock Units. |
1. | General. A deferred stock unit (“Stock Unit”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting. |
2. | Vesting. Subject to your continued employment, [100% of the Stock Units will vest on the 15th of the month in which the [third] [fifth] anniversary of the grant date of the Award occurs] [33 1/3% of the Stock Units will vest on the 15th of the month in which each of the [first, second and third][third, fourth and fifth] anniversaries of the grant date of the Award occurs] [20% of the Stock Units will vest on the 15th of the month in which each of the first five anniversaries of the grant date of the Award occurs]. [Each][The] date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is [a][the] “Scheduled Vesting Date.” In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.D.) prior to [a][the] Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.E. |
3. | Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “Dividend Equivalent”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. No further Dividend Equivalents will accrue on Stock Units that do not vest or are cancelled or forfeited. If a pro-rata amount of the outstanding unvested Stock Unit award is eligible to vest upon a termination of employment as described in Section III.C., the pro-rata calculation (as described in Section III.G.) will be applied to the Dividend Equivalents that have accrued on the Award as of the date of termination. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited as per a termination of employment event described in Section III.D. |
4. | Delivery. |
a. | Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting. |
b. | The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 60 days after vesting. |
c. | The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C. |
d. | Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries’ or affiliates’ obligations under the Award. |
e. | Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.H. |
C. | Satisfaction of Tax Obligations. |
1. | Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment. |
2. | U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation. |
3. | Non-U.S. Employees. |
a. | Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or upon delivery of cash in respect of a Dividend Equivalent. |
b. | Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions, and National Insurance Contributions with |
III. | EMPLOYMENT EVENTS |
A. | Death. In the event your employment is terminated because of your death, all of the unvested Stock Units that are outstanding as of the date of your death will fully vest and will be distributed as described in Section II.B.4. |
B. | Permanent Disability. Upon the occurrence of your Permanent Disability, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.1. |
C. | Termination by the Company Other Than for Cause. |
1. | General. Except as otherwise provided in Section IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause (as defined in Section V.A.), the unvested Stock Units will vest at such termination of employment on a pro-rata basis as described in Section III.G. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.2. |
2. | Important Notes. |
a. | Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction. |
b. | Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge. |
D. | All Other Terminations. For all other terminations of employment not described in Sections III.A. through C. or Section IV. (including, but not limited to, a termination by the Company for Cause or a resignation by you of your employment with the Company), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.E. |
E. | Date of Termination of Employment. |
1. | If Section III.E.2. does not apply to you, then for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.G., your employment will be treated as having terminated on your last day of employment with the Company. |
2. | If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.D., your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Section II.B.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company. |
F. | Conditions to Vesting of Award Prior to [a][the] Scheduled Vesting Date. |
1. | Restrictive Covenants Agreement. In the event of the occurrence of your Permanent Disability as described in Section III.B., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B., or (b) comply with the Restrictive Covenants Agreement, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
2. | Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.C., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
G. | Determination of Pro-Rata Vesting upon Termination of Employment. |
A | = the number of Stock Units/accrued Dividend Equivalents covered by the Award; |
B | = the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.E.1.; |
C | = the number of days in the period beginning on the grant date of the Award and ending on the [last] Scheduled Vesting Date; and |
D | = the number of Stock Units/accrued Dividend Equivalents that have previously vested. |
H. | Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.). |
1. | For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.E.). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”) intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code. |
2. | Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning: |
3. | Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code) no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code. |
4. | Nothing in this Section III.H. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law. |
IV. | CHANGE IN CONTROL PROVISIONS |
A. | Upon the occurrence of a “Change in Control”, as defined in the Plan, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2. and subject to earlier vesting or forfeiture pursuant to Section III., provided that the Award will become fully vested at your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.C.), during the 24-month period following such Change in Control and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section IV.B. Notwithstanding the foregoing, if the Award is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Award will fully vest immediately prior to the Change in Control and will be distributed as described in Section II.B.4. |
B. | As a condition to vesting of any unvested portion of the Award, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, if applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award. |
V. | DEFINITIONS |
A. | “Cause” shall mean: |
1. | willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; |
2. | willful violation of any written Company policies including, but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good; |
3. | commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; |
4. | unlawful use (including being under the influence) or possession of illegal drugs; |
5. | any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or |
6. | any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company. |
B. | “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates. |
C. | “Good Reason” shall mean any one of the following events without your written consent: |
1. | material reduction in your base salary; |
2. | material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive); |
3. | material diminution of your duties, responsibilities or authority; or |
4. | relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; |
D. | “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. |
E. | “Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation). |
F. | Additional Definitions. |
VI. | ADDITIONAL PROVISIONS |
A. | Additional Provisions—General |
1. | Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate. |
2. | Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, |
3. | Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies. |
4. | Cancellation or Clawback of Awards. |
a. | Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award. |
b. | If (i) Section III.E.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.D. and such termination of employment occurs within 60 days following [a][the] Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on [such][the] Scheduled Vesting Date pursuant to Section II.B.4. and (iv) the date of your termination of employment as determined pursuant to Section III.E.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following [such][the] Scheduled Vesting Date. |
c. | If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due. |
5. | Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. |
6. | Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect. |
7. | Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies. |
8. | Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you. |
B. | Additional Provisions—Outside of the United States |
1. | Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award. |
2. | Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States. |
VII. | QUESTIONS AND ADDITIONAL INFORMATION |
I. BACKGROUND | 1 |
II. AWARDS | 1 |
A. General | 1 |
1. Award Acceptance | 1 |
2. Rights of Award Holders | 1 |
3. Restrictive Covenants Agreement | 1 |
B. Stock Units | 2 |
1. General | 2 |
2. Vesting | 2 |
3. Dividend Equivalents | 2 |
4. Delivery | 2 |
C. Satisfaction of Tax Obligations | 3 |
1. Personal Tax Advisor | 3 |
2. U.S. Employees | 3 |
3. Non-U.S. Employees | 3 |
a. Stock Units and Dividend Equivalents | 3 |
b. Withholding | 4 |
III. EMPLOYMENT EVENTS | 4 |
A. Death | 4 |
B. Permanent Disability | 4 |
C. Termination by You Outside the European Union - Age and Service Treatment | 4 |
D. Termination by You Within the European Union - Retirement Treatment | 5 |
E. Termination by the Company Other Than for Cause | 5 |
1. General | 5 |
2. Prior Satisfaction of Age and Service Criteria for Full Vesting | 6 |
3. Important Notes | 6 |
a. Sale of Business Unit | 6 |
b. Constructive Discharge | 6 |
F. All Other Terminations | 6 |
G. Date of Termination of Employment | 7 |
H. Conditions for All or a Portion of the Award to Remain Outstanding Following a Termination of Employment | 7 |
1. Restrictive Covenants Agreement | 7 |
2. Waiver and Release and Restrictive Covenants Agreement | 8 |
I. Determination of Pro-Rata Calculation upon Termination of Employment | 8 |
J. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax | 9 |
IV. CHANGE IN CONTROL PROVISIONS | 12 |
V. DEFINITIONS | 12 |
VI. ADDITIONAL PROVISIONS | 14 |
A. Additional Provisions - General | 14 |
1. Administrative Rules | 14 |
2. Amendment | 15 |
3. Limitations | 15 |
4. Cancellation or Clawback of Awards | 15 |
5. Governing Law; Choice of Forum | 16 |
6. Severability; Captions | 16 |
7. Electronic Delivery and Acceptance | 16 |
8. Waiver | 16 |
B. Additional Provisions - Outside of the United States | 16 |
1. Changes to Delivery | 16 |
2. Amendment and Modification | 17 |
VII. QUESTIONS AND ADDITIONAL INFORMATION | 17 |
1. | Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award. |
2. | Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights). |
3. | Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and be in compliance with the Restrictive Covenants Agreement in order for the |
1. | General. A restricted stock unit (“Stock Unit”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting. |
2. | Vesting. Subject to your continued employment, 33-1/3% of the Stock Units will vest on [DATE] of [YEAR], [YEAR] and [YEAR]. Each date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is a “Scheduled Vesting Date.” In the event of your termination of employment, the occurrence of your Permanent Disability (as defined in Section V.G.) or the occurrence of a “Change in Control” (as defined in the Plan) prior to a Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. or Section IV., as applicable. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.G. |
4. | Delivery. |
a. | Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable |
b. | The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after delivery of the shares of Common Stock described in II.B.4.a above, and in no event later than 60 days following the Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B. |
c. | The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C. |
d. | Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries’ or affiliates’ obligations under the Award. |
e. | Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.J. |
1. | Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment. |
2. | U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation. |
3. | Non-U.S. Employees. |
a. | Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of |
b. | Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer may retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose. |
A. | Death. In the event your employment is terminated because of your death, all of the unvested Stock Units that are outstanding as of the date of your death will fully vest and will be distributed within 60 days following such date. |
B. | Permanent Disability. Upon the occurrence of your Permanent Disability, all of the unvested Stock Units that are outstanding as of the occurrence of your Permanent Disability will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1. |
C. | Termination by You Outside of the European Union – Age and Service Treatment. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) or the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then: |
1. | If you have satisfied the Age and Service Criteria for Pro-Rata Vesting but not the Age and Service Criteria for Full Vesting, upon such termination of employment, a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1. |
2. | If you have satisfied the Age and Service Criteria for Full Vesting, upon such termination of employment, all of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding and be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1. |
D. | Termination by You Within the European Union - Retirement Treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.H.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then upon your termination of employment a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) until the later to occur of the next Scheduled Vesting Date or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, and will be distributed as soon as practicable, and in no event later than 60 days thereafter; provided that you have satisfied the conditions described in Section III.H.1. Prior to distribution, Marsh & McLennan Companies in its sole discretion may ask you to reaffirm the existence of the facts and factors upon which the determination to provide retirement treatment was made. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, Section III.E.1. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause. For the further avoidance of doubt, if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur within 60 days following such Scheduled Vesting Date (or, if later, within 60 days following the determination by the Retirement Treatment Committee that you are eligible for retirement treatment). |
1. | General. Except as otherwise provided in Sections III.E.2. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) and will be |
2. | Prior Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, and on or before your termination of employment you satisfy the Age and Service Criteria for Full Vesting, all of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.2. For the avoidance of doubt, this section III.E.2. shall not apply (and rather Section III.E.1. shall apply) if you are determined by the Company, in its sole discretion, to be employed within the European Union. |
3. | Important Notes. |
a. | Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction. |
b. | Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge. |
F. | All Other Terminations. For all other terminations of employment not described in Sections III.A. through E. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C., or your resignation without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described |
1. | If Section III.G.2. does not apply to you, then for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.I., your employment will be treated as having terminated on your last day of employment with the Company. |
2. | If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.F., your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Section II.B.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company. |
H. | Conditions for All or a Portion of the Award to Remain Outstanding Following a Termination of Employment |
1. | Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C. or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.D., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C. and no later than 60 days following vesting if your termination of employment is pursuant to Section III.D., or (b) comply with the Restrictive Covenants Agreement or to continue to be in compliance with the Restrictive Covenants Agreement as of the delivery date (as described in Section II.B.4.) |
2. | Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.E., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or continue to be in compliance with the applicable agreement as of the delivery date (as described in Section II.B.4.) and, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
I. | Determination of Pro-Rata Calculation upon Termination of Employment. |
J. | Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.). |
1. | For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.I.). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”) intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code. |
2. | Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning: |
3. | Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of |
4. | Notwithstanding any other provision herein other than Section III.J.6., (and any Dividend Equivalents payable with respect to the Stock Units) |
a. | If you have satisfied the Age and Service Criteria for Pro-Rata Vesting at any time prior to [DATE] and you do not satisfy the Age and Service Criteria for Full Vesting at any time prior to [DATE], then for each Scheduled Vesting Date following the date that you satisfy the Age and Service Criteria for Pro-Rata Vesting, shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year in which the Scheduled Vesting Date occurs. |
b. | If you first satisfy the Age and Service Criteria for Full Vesting in calendar year [YEAR], then shares of Common Stock and/or cash pursuant to Section II.B.4. with respect to the [DATE] Scheduled Vesting Date will be delivered by [DATE]. |
c. | If your employment is terminated on or after March 1 but on or before December 31 in any year pursuant to Section III.B. (Permanent Disability), C.1. (Age and Service Pro-rata Vesting), or E. (Termination Other Than for Cause), then shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year following the year of such termination. |
5. | Notwithstanding any provision herein, for distributions of Stock Units or cash attributable to such Stock Units that are subject to one or more Employment-Related Actions (as defined in Section V.E.) where you have not satisfied, and would not satisfy, the Age and Service Criteria for Full Vesting prior to [DATE]: |
a. | With respect to Stock Units, no later than March 15th of the year following the year in which the substantial risk of forfeiture (as determined under Section 409A of the Code) (the “Substantial Risk of Forfeiture”) lapses with respect to such Stock Units, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and |
b. | With respect to a cash payment attributable to Stock Units, to the extent that such payment will not be made by March 15th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to |
6. | Notwithstanding any provision herein, with respect to distributions of Stock Units or cash attributable to such Stock Units (i) where you have satisfied or would satisfy the Age and Service Criteria for Full Vesting prior to [DATE] and (ii) where such distributions are subject to one or more Employment-Related Actions: |
a. | With respect to Stock Units, no later than December 31st of the year in which Scheduled Vesting Date occurs, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and |
b. | With respect to a cash payment attributable to Stock Units, to the extent any such payment will not be made by December 31st of the year in which the Scheduled Vesting Date occurs, any payment that relates to such Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such December 31st and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust. |
7. | Nothing in this Section III.J. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law. |
A. | Upon the occurrence of a Change in Control, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2., subject to earlier vesting or forfeiture pursuant to Section III.; provided that upon your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in V.F.), during the 24-month period following such Change in Control, all unvested Stock Units that are outstanding as of your termination of employment will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section IV.B. Notwithstanding the foregoing, if the Stock Units are not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Stock Units will fully vest immediately prior to the Change in Control and will be distributed as soon as practicable following vesting and in no event later than 60 days following vesting. |
B. | In the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement and be in compliance with the agreement, if applicable, as of the delivery date as described in II.B.4., will result in the cancellation or forfeiture of any rights, title and interest in and to the Award. |
C. | For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your termination of employment you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C., or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D., any unvested Stock Units covered by the Award will be treated as described in this Section IV.; provided that you have satisfied the conditions described in Section IV.B. |
A. | “Age and Service Criteria for Full Vesting” shall mean you are at least age 65 and have a minimum of one year of service with the Company. For the avoidance of doubt, Age and Service Criteria for Full Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union. |
B. | “Age and Service Criteria for Pro-Rata Vesting” shall mean you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For the avoidance of doubt, Age and Service Criteria for Pro-Rata Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union. |
C. | “Cause” shall mean: |
1. | willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; |
2. | willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good; |
3. | commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; |
4. | unlawful use (including being under the influence) or possession of illegal drugs; |
5. | any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or |
6. | any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company. |
D. | “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates. |
E. | “Employment-Related Action” shall mean the execution and effectiveness of a release of claims and/or a restrictive covenant. |
F. | “Good Reason” shall mean any one of the following events without your written consent: |
1. | material reduction in your base salary; |
2. | material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive); |
3. | material diminution of your duties, responsibilities or authority; or |
4. | relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific |
G. | “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. |
H. | “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee. |
I. | “Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation). |
J. | Additional Definitions. |
A. | Additional Provisions—General |
1. | Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of |
2. | Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4. |
3. | Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies. |
4. | Cancellation or Clawback of Awards. |
a. | Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation, cancel, reduce or require reimbursement of the Award. |
b. | If (i) Section III.G.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.F. and such termination of employment occurs within 60 days following a Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on such Scheduled Vesting Date pursuant to Section II.B.4. and (iv) the date of your termination of employment as determined pursuant to Section III.G.2. is before the Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following such Scheduled Vesting Date. |
c. | If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due. |
5. | Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. |
6. | Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect. |
7. | Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies. |
8. | Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you. |
B. | Additional Provisions—Outside of the United States |
1. | Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees, or, delivering or paying out the Award as soon as practicable following a termination of employment. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of |
2. | Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States. |
I. BACKGROUND | 1 |
II. AWARDS | 1 |
A. General | 1 |
1. Award Acceptance | 1 |
2. Rights of Award Holders | 1 |
3. Restrictive Covenants Agreement | 1 |
B. Performance Stock Units | 2 |
1. General | 2 |
2. Vesting | 2 |
3. Dividend Equivalents | 2 |
4. Delivery | 3 |
C. Satisfaction of Tax Obligations | 3 |
1. Personal Tax Advisor | 3 |
2. U.S. Employees - Performance Stock Units and Dividend Equivalents | 3 |
3. Non-U.S. Employees | 4 |
III. EMPLOYMENT EVENTS | 4 |
A. Death | 4 |
B. Permanent Disability | 4 |
C. Termination by You Outside the European Union - Age and Service Pro-Rata Vesting | 5 |
D. Termination by You Outside of the European Union - Age and Service Full Vesting | 5 |
E. Termination by You Within the European Union - Retirement Treatment | 5 |
F. Termination by the Company Other Than for Cause | 6 |
1. Treatment of Performance Stock Units | 6 |
2. Important Notes | 7 |
G. All Other Terminations | 7 |
H. Date of Termination of Employment | 7 |
I. Conditions for All or a Portion of an Award to Remain Outstanding Following a Termination of Employment | 8 |
1. Restrictive Covenants Agreement | 8 |
2. Waiver and Release and Restrictive Covenants Agreement | 8 |
J. Determination of Pro-Rata Calculation upon Termination of Employment | 9 |
K. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax | 9 |
IV. CHANGE IN CONTROL PROVISIONS | 11 |
A. Treatment of Performance Stock Units | 11 |
1. General | 11 |
2. Awards Not Assumed | 11 |
3. Calculation of Shares Distributable with Respect to PSUs | 12 |
B. Waiver and Release | 12 |
C. Other Matters | 12 |
V. DEFINITIONS | 12 |
VI. ADDITIONAL PROVISIONS | 14 |
A. Additional Provisions - General | 14 |
1. Administrative Rules | 14 |
2. Amendment | 15 |
3. Limitations | 15 |
4. Cancellation or Clawback of Awards | 15 |
5. Governing Law; Choice of Forum | 16 |
6. Severability; Captions | 16 |
7. Electronic Delivery and Acceptance | 16 |
8. Waiver | 16 |
B. Additional Provisions - Outside of the United States | 16 |
1. Changes to Delivery | 16 |
2. Amendment and Modification | 17 |
VII. QUESTIONS AND ADDITIONAL INFORMATION | 17 |
A. | General. |
2. | Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights, etc.). |
3. | Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and be in compliance with the Restrictive Covenants Agreement in order for the Award to become distributable to you whether or not |
B. | Performance Stock Units. |
1. | General. A performance stock unit (“PSU”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, a minimum of zero (0) and up to a maximum of two (2) shares of Common Stock after vesting, depending on the achievement, as determined by the Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”), of the financial performance objectives established by the Committee for the Performance Period (as defined in Section V.H.). In the event of your termination of employment or occurrence of your Permanent Disability (as defined in Section V.I.) prior to the PSU Scheduled Vesting Date (defined below), the number of shares of Common Stock deliverable in respect of a PSU shall be determined as provided in Sections III. and IV.A.3. |
2. | Vesting. Subject to your continued employment, the PSUs are scheduled to vest on [DATE] (the “PSU Scheduled Vesting Date”). In the event of your termination of employment, the occurrence of your Permanent Disability or a Change in Control (as defined in Section V.D.) prior to the PSU Scheduled Vesting Date, your right to the PSUs will be determined in accordance with Section III. or Section IV., as applicable. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.B.2. will be determined in accordance with Section III.H. |
3. | Dividend Equivalents. A payment will be made that is equal to the dividend payment (if any) that would have been made, on each dividend record date that occurs on or after the date of grant while the PSUs are outstanding, in respect of the number of shares of Common Stock that is determined under Section II.B.1 to be delivered in respect of vested PSUs (a “Dividend Equivalent”). Dividend Equivalents will vest when the PSUs, in respect of which such Dividend Equivalents were calculated, vest. Prior to the determination described in Section II.B.1, for each outstanding PSU, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. No further dividend equivalents will accrue on PSUs that do not vest or are cancelled or forfeited. If a pro-rata amount of the outstanding unvested PSUs is eligible to vest upon a termination of employment as described in Section III.C, III.E and III.F, the pro-rata calculation applied to the outstanding PSUs described in Section III.J will be applied to the dividend equivalents that have accrued on the Award as of the date of termination. Accrued dividend equivalents will not be paid, and no further dividend equivalents will accrue, on PSUs that do not vest or are cancelled or forfeited as described in Section III.G. |
4. | Delivery. |
a. | Shares of Common Stock deliverable, if any, in respect of the PSUs covered by the Award that vest on the PSU Scheduled Vesting Date shall be delivered to you as soon as practicable following the PSU Scheduled Vesting Date, and in no event later than 60 days following the PSU Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B. |
b. | The value of vested Dividend Equivalents that vest on the PSU Scheduled Vesting Date will be delivered to you in cash as soon as practicable after delivery of the shares of Common Stock described in II.B.4.a. above, and in no event later than 60 days following the PSU Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B. |
c. | The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C. |
d. | Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge the Company’s obligations under the Award. |
e. | Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.K. |
C. | Satisfaction of Tax Obligations. |
1. | Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment. |
2. | U.S. Employees - Performance Stock Units and Dividend Equivalents. Applicable employment taxes are required by law to be withheld when a PSU or Dividend Equivalent vests, or, if later, when the number of shares of Common Stock deliverable in respect of a PSU (or the amount of cash payable in respect of a Dividend Equivalent corresponding to a PSU) is determined. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of PSUs or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation. |
3. | Non-U.S. Employees. |
a. | Performance Stock Units and Dividend Equivalents. In most countries, the value of a PSU or Dividend Equivalent is generally not taxable on the grant date. If the value of the PSU or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the PSU that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the PSU, or upon delivery of cash in respect of a Dividend Equivalent. |
b. | Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer may retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose. |
A. | Death. |
B. | Permanent Disability. |
Upon the occurrence of your Permanent Disability, all of the unvested PSUs that are outstanding as of the occurrence of your Permanent Disability will remain outstanding until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.1.; and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. |
C. | Termination by You Outside of the European Union – Age and Service Pro-Rata Vesting. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) but do not satisfy the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside the European Union, then this Section III.C. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.C.). |
D. | Termination by You Outside of the European Union – Age and Service Full Vesting. If you have satisfied the Age and Service Criteria for Full Vesting on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then this Section III.D. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause. |
E. | Termination by You Within the European Union - Retirement Treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.J.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then this Section III.E. shall apply. Prior to distribution, Marsh & McLennan Companies, in its sole discretion, may ask you to reaffirm the existence of the facts and factors upon which the determination to provide retirement treatment was made. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause. |
F. | Termination by the Company Other Than for Cause. |
1. | Treatment of Performance Stock Units. |
a. | General. Except as otherwise provided in Sections III.F.1.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, a pro-rata portion of the unvested PSUs that are outstanding as of such termination of employment will remain outstanding (as described in Section III.J.) until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.2., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. The portion of the unvested PSUs that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, this Section III.F.1.a. shall apply regardless of whether you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company. |
b. | Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Full Vesting, all unvested PSUs that are outstanding as of such termination of employment will remain outstanding until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.2., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. For the avoidance of doubt, this Section III.F.1.b. shall not apply (and rather Section III.F.1.a. shall apply) if you are determined by the Company, in its sole discretion, to be employed within the European Union. |
2. | Important Notes. |
a. | Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction. |
b. | Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge. |
G. | All Other Terminations. For all other terminations of employment not described in Sections III.A. through F. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting as described in Section III.C., your resignation without having satisfied the Age and Service Criteria for Full Vesting as described in Section III.D., or your resignation without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.H. |
H. | Date of Termination of Employment. |
1. | If Section III.H.2. does not apply to you, then for purposes of determining vesting under Section II.B.2. and the number of unvested PSUs that vest on a pro-rata basis as described in Section III.J., your employment will be treated as having terminated on your last day of employment with the Company. |
2. | If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.G. your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2. on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under Section II.B.2. your employment will be treated as having terminated on a date later than the date that is 60 days prior to your last day of employment with the Company, but in no event later than your last day of employment with the Company. |
I. | Conditions for All or a Portion of an Award to Remain Outstanding Following a Termination of Employment. |
1. | Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D., respectively, or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.E, you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C.or III.D., and no later than 60 days following the determination that you are eligible for retirement treatment if your termination of employment is pursuant to III.E., or (b) comply with the Restrictive Covenants Agreement or to continue to be in compliance with the Restrictive Covenants Agreement as of the delivery date for Performance Stock Units (as described in Section II.B.4.) or, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
2. | Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.F., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or failure to continue to be in compliance with the applicable agreement as of the delivery date for Performance Stock Units (as described in Section II.B.4.) and, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
J. | Determination of Pro-Rata Calculation upon Termination of Employment. |
A | = the number of PSUs/accrued dividend equivalents covered by the Award; |
B | = the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.H.1.; |
C | = the number of days in the period beginning on the grant date of the Award and ending on the PSU Scheduled Vesting Date, as applicable; and |
D | = the number of PSUs/accrued dividend equivalents that have previously vested. |
K. | Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.). |
1. | For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.K.). The Committee intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code. |
2. | Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning: |
3. | Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code. |
4. | Notwithstanding any provision herein, if (i) a Change in Control occurs on or prior to December 31 of the second year of the three-year Performance Period and (ii) no earlier than in the third year of the three-year Performance Period, (A) you satisfy the Age and Service Criteria for Pro-Rata Vesting, (B) you satisfy the Age and Service Criteria for Full Vesting, (C) you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, (D) you are terminated by the Company other than for Cause, or (E) the occurrence of your Permanent Disability, then shares of Common Stock deliverable on the PSU Scheduled Vesting Date in respect of the PSUs covered by the Award shall be distributed to you as soon as practicable following the PSU Scheduled Vesting Date, and in no event later than March 15 of the year in which the PSU Scheduled Vesting Date occurs. |
5. | Special 409A Distribution Provisions for Performance Stock Units and payments attributable to Performance Stock Units. |
a. | Notwithstanding any provision herein, with respect to distributions of PSUs or cash attributable to such PSUs (i) where, prior to [DATE], you have satisfied or would satisfy the Age and Service Criteria either for Full Vesting or Pro-Rata Vesting and (ii) where such distributions are subject to one or more Employment-Related Actions: |
i. | With respect to PSUs, no later than December 31st of the year in which the PSU Scheduled Vesting Date occurs, shares of Common Stock |
ii. | With respect to a cash payment attributable to PSUs, to the extent any such payment will not be made by December 31st of the year in which the PSU Scheduled Vesting Date occurs, any payment that relates to the PSU Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such December 31st and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust. |
6. | Nothing in this Section III.K. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law. |
A. | Treatment of Performance Stock Units. |
1. | General. Upon the occurrence of a Change in Control (as defined in Section V.D.), the PSUs will continue to vest in accordance with the vesting schedule specified in Sections II.B.2., subject to earlier vesting or forfeiture pursuant to Section III.; provided that upon your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.G.), during the 24-month period following such Change in Control, all unvested PSUs that are outstanding as of your termination of employment will remain outstanding and will be distributed as soon as practicable following the next PSU Scheduled Vesting Date, as described in Section II.B.4., as applicable; provided that you have satisfied the conditions described in Section IV.C. and provided further that the number of shares distributable with respect to PSUs is as described in Section IV.A.3. |
2. | Awards Not Assumed. Notwithstanding the foregoing, if the PSUs are not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, such PSUs will fully vest immediately prior to the Change in |
3. | Calculation of Shares Distributable with Respect to PSUs. Upon the occurrence of a “Change in Control”, the Performance Period shall be deemed to have ended on December 31 of the year preceding the year in which the Change in Control occurs, and the number of shares of Common Stock distributable in respect of the PSUs (subject to the vesting conditions applicable thereto) will be determined in accordance with Section II.B.1.; provided that, in the event that the Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU that vests. |
B. | Waiver and Release |
C. | Other Matters |
A. | “Age and Service Criteria for Full Vesting” shall mean you are at least age 65 and have a minimum of one year of service with the Company. For the avoidance of doubt, Age and Service Criteria for Full Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union. |
B. | “Age and Service Criteria for Pro-Rata Vesting” shall mean you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For |
C. | “Cause” shall mean: |
1. | willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; |
2. | willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good; |
3. | commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; |
4. | unlawful use (including being under the influence) or possession of illegal drugs; |
5. | any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or |
6. | any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company. |
D. | “Change in Control” shall have the meaning set forth in the Plan. |
E. | “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates. |
F. | “Employment-Related Action” shall mean the execution and effectiveness of a release of claims and/or a restrictive covenant. |
G. | “Good Reason” shall mean any one of the following events without your written consent: |
1. | material reduction in your base salary; |
2. | material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive); |
3. | material diminution of your duties, responsibilities or authority; or |
4. | relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the |
H. | “Performance Period” shall mean the period that begins on [DATE] and ends on [DATE]; provided that in the event of a termination of your employment due to death prior to a Change in Control, such period will end on December 31 of the year prior to such termination of employment for the PSUs covered by the Award; and provided further that in the event of a Change in Control, such period will end on December 31 of the year prior to the occurrence of such Change in Control. |
I. | “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. |
J. | “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee. |
K. | “Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation). |
L. | Additional Definitions. |
A. | Additional Provisions—General |
1. | Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award |
2. | Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock acquired with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4. |
3. | Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies. |
4. | Cancellation or Clawback of Awards. |
a. | Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation, cancel, reduce or require reimbursement of the Award. |
b. | If (i) Section III.H.2. is applicable to you, (ii) you terminate your employment with the Company under Section III.G. and such termination of employment occurs within 60 days following the PSU Scheduled Vesting Date, (iii) you receive delivery of the portion of the Award that was thought to have vested on the PSU Scheduled Vesting Date pursuant to Section II.B.4. and (iv) the date of your termination of employment as determined pursuant to Section III.H.2. is before the PSU Scheduled Vesting Date, then you will be required to reimburse the Company for the portion of the Award you received following the PSU Scheduled Vesting Date. |
c. | If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due. |
5. | Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by and subject to the laws of the State of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. |
6. | Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect. |
7. | Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies. |
8. | Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you. |
B. | Additional Provisions—Outside of the United States |
1. | Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock, or in shares of Common Stock instead of cash or vesting after payment of applicable taxes and fees or, delivering or paying out the Award as soon as practicable following a termination of employment. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award. |
2. | Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States. |
I. BACKGROUND | 1 |
II. AWARDS | 1 |
A. General | 1 |
1. Award Acceptance | 1 |
2. Rights of Award Holders | 1 |
3. Restrictive Covenants Agreement | 1 |
B. Stock Options | 2 |
1. General | 2 |
2. Vesting | 2 |
3. Term | 2 |
4. Exercisability | 2 |
5. Method of Exercise of an Option | 2 |
C. Satisfaction of Tax Obligations | 3 |
1. Personal Tax Advisor | 3 |
2. U.S. Employees | 3 |
3. Non-U.S. Employees | 3 |
III. EMPLOYMENT EVENTS | 3 |
A. Death | 3 |
B. Permanent Disability | 4 |
C. Termination by You Outside the European Union - Age and Service Vesting | 4 |
D. Termination by You Within the European Union - Retirement Treatment | 4 |
E. Termination by the Company Other Than for Cause | 5 |
1. Treatment of Stock Options | 5 |
2. Important Notes | 6 |
F. All Other Terminations | 6 |
G. Date of Termination of Employment | 6 |
H. Conditions for All or a Portion of an Award to Remain Outstanding Following a Termination of Employment and Exercisability of Options Following a Termination of Employment | 7 |
1. Restrictive Covenants Agreement | 7 |
2. Waiver and Release and Restrictive Covenants Agreement | 7 |
IV. CHANGE IN CONTROL PROVISIONS | 7 |
A. Treatment of Performance Stock Units | 7 |
B. Waiver and Release | 8 |
C. Other Matters | 8 |
V. DEFINITIONS | 8 |
VI. ADDITIONAL PROVISIONS | 10 |
A. Additional Provisions - General | 10 |
1. Administrative Rules | 10 |
2. Amendment | 10 |
3. Limitations | 11 |
4. Cancellation or Clawback of Awards | 11 |
5. Governing Law; Choice of Forum | 11 |
6. Severability; Captions | 11 |
7. Electronic Delivery and Acceptance | 11 |
8. Waiver | 12 |
B. Additional Provisions - Outside of the United States | 12 |
1. Changes to Delivery | 12 |
2. Amendment and Modification | 12 |
VII. QUESTIONS AND ADDITIONAL INFORMATION | 13 |
A. | General. |
1. | Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award. |
2. | Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and shares of Common Stock, as applicable, have been delivered to you upon your exercise of the Award in accordance with the Award Documentation, you have none of the rights of ownership to such shares (e.g., Options cannot be transferred or assigned; Options have no voting rights, etc.). |
3. | Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, and be in compliance with the Restrictive Covenants Agreement in order to exercise an Option whether or not you are employed by the Company at that time. Failure to timely execute the Restrictive Covenants Agreement by the date specified by the Company or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in |
1. | General. A stock option (“Option”) represents the right to purchase a number of shares of Common Stock (the “Option Shares”) at a specified exercise price for a specified period. |
2. | Vesting. Subject to your continued employment, 25% of the Option Shares covered by the Option will vest on each of the first four anniversaries of the grant date of the Award. Each date on which an Option Share covered by the Option is scheduled to vest is an “Option Scheduled Vesting Date.” In the event of your termination of employment or occurrence of your Permanent Disability prior to an Option Scheduled Vesting Date, your right to any Option Shares covered by the Option that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.B.2. will be determined in accordance with Section III.G. |
3. | Term. Subject to your continued employment, the Option will expire on the day immediately preceding the tenth anniversary of the grant date of the Award (“Option Expiration Date”). If your employment terminates before the Option Expiration Date, your right to exercise any vested Option Shares covered by the Option will be determined in accordance with Section III. |
4. | Exercisability. The Option Shares covered by the Option will become exercisable when they vest. You are responsible for keeping track of exercise periods while actively employed and, if applicable, any post-termination exercise periods. |
5. | Method of Exercise of an Option. |
a. | General Procedures. An Option may be exercised by written notice (or other notice as required by the Company and/or its stock plan service provider) to Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies, in form and substance satisfactory to Marsh & McLennan Companies, which must state the election to exercise such Option, the number of Option Shares for which such Option is being exercised and such other representations and agreements as may be required pursuant to the provisions of the Award Documentation (the “Exercise Notice”). The Exercise Notice must be accompanied by (i) any required income tax forms and (ii) any required reaffirmation of the Restrictive Covenants Agreement, unless (A) the Option is being exercised after your death in accordance with Section III. or (B) as otherwise determined by Marsh & McLennan Companies. |
b. | Payment of Exercise Price. Payment of the aggregate exercise price may be made with U.S. dollars or by tendering shares of Common Stock (including shares of Common Stock acquired from a stock option exercise or a stock unit award vesting). |
c. | Distribution of Option Shares. The shares of Common Stock from the Option exercise will be distributed as specified in the Exercise Notice, after you have satisfied applicable tax obligations, as described in Section II.C., and fees. |
C. | Satisfaction of Tax Obligations. |
1. | Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment. |
2. | U.S. Employees. Applicable taxes (including employment taxes) are required by law to be withheld when a nonqualified Option is exercised. A sufficient number of whole shares of Common Stock resulting from the Option exercise will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation unless you elect in the Exercise Notice to satisfy all applicable tax withholding in another manner. |
3. | Non-U.S. Employees. |
a. | In most countries, the value of an Option is generally not taxable on the grant date. If the value of the Option is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon exercise of the Option and delivery of shares of Common Stock in respect of the Option, and/or the subsequent sale of the shares of Common Stock. |
b. | Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer may retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose. |
A. | Death. |
B. | Permanent Disability. |
C. | Termination by You Outside of the European Union – Age and Service Vesting . If you have satisfied the Age and Service Criteria for Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then this Section III.C. shall apply. For the avoidance of doubt, Section III.E. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.B.). |
D. | Termination by You Within the European Union - Retirement Treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.H.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then this Section III.D. shall apply. For the avoidance of doubt, Section III.E. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.B.). |
E. | Termination by the Company Other Than for Cause. |
a. | General. Except as otherwise provided in Sections III.E.1.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, your rights, title and interest in and to any unvested Option Shares will be canceled upon such termination of employment. Provided that you satisfy the conditions to vesting described in Section III.H.2., any Option Shares that were vested at the time of your termination of employment shall be exercisable until the earlier of 90 days following your termination of employment and the Option Expiration Date. |
b. | Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Vesting or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.B.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.B.4.; provided that you satisfy the conditions to vesting described in Section III.H.2. Provided that you satisfy the conditions described in Section III.H.2., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if an Option Scheduled Vesting Date occurs following the date that your employment is terminated by the Company but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Option Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment. |
2. | Important Notes. |
a. | Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction. |
b. | Constructive Discharge. The Award will not vest upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge. |
F. | All Other Terminations. For all other terminations of employment not described in Sections III.A. through E. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Vesting as described in Section III.C., or your resignation without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.G. Provided that you satisfy the conditions to vesting described in Section III.H.1., any Option Shares that were vested at the time of your termination of employment (except if you are terminated by the Company for Cause) shall be exercisable until the earlier of 90 days following your termination of employment and the Option Expiration Date. If you are terminated by the Company for Cause, any rights, title and interest in and to any remaining vested or unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.G. |
G. | Date of Termination of Employment. |
1. | If Section III.G.2. does not apply to you, then for purposes of determining vesting under Section II.B.2., your employment will be treated as having terminated on your last day of employment with the Company. |
2. | If you are a Guy Carpenter employee in the United States who is obligated to provide the Company at least 60 days advance written notice of your intention to terminate your employment for any reason, then, if your employment terminates pursuant to Section III.F. your employment will be treated as having terminated for purposes of determining vesting under Section II.B.2 on the date that is 60 days prior to your last day of employment with the Company. Notwithstanding the foregoing, if your employment is terminated after providing notice pursuant to the preceding sentence but prior to the intended termination date provided in such notice (i) by the Company other than for Cause or (ii) pursuant to a written agreement, the terms of which provide that your termination of employment has been by mutual agreement between you and the Company, then the Company may, in its sole discretion, determine that for purposes of determining vesting under |
H. | Conditions for All or a Portion of an Award to Remain Outstanding Following a Termination of Employment and Exercisability of Options Following a Termination of Employment. |
1. | Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Vesting as described in Sections III.C., (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.D., or (iv) your termination of employment (other than a termination by the Company for Cause) as described in Section III.F., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C. or III.F., and no later than 60 days following the determination that you are eligible for retirement treatment if your termination of employment is pursuant to III.D., or (b) comply with the Restrictive Covenants Agreement will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
2. | Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.E., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or failure to continue to be in compliance with the applicable agreement will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company. |
A. | Treatment of Stock Options |
B. | Waiver and Release |
C. | Other Matters |
A. | “Age and Service Criteria for Vesting” shall mean: (a) you are at least age 65 and have a minimum of one year of service with the Company or (b) you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For the avoidance of doubt, Age and Service Criteria for Vesting is not applicable to you if |
B. | “Cause” shall mean: |
1. | willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; |
2. | willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good; |
3. | commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; |
4. | unlawful use (including being under the influence) or possession of illegal drugs; |
5. | any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or |
6. | any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company. |
E. | “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates. |
F. | “Good Reason” shall mean any one of the following events without your written consent: |
1. | material reduction in your base salary; |
2. | material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive); |
3. | material diminution of your duties, responsibilities or authority; or |
4. | relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your |
G. | “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. |
H. | “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee. |
I. | Additional Definitions. |
A. | Additional Provisions—General |
1. | Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate. |
2. | Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock acquired with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your |
3. | Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies. |
4. | Cancellation or Clawback of Awards. |
a. | Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation, cancel, reduce or require reimbursement of the Award. |
b. | If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due. |
5. | Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by and subject to the laws of the State of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. |
6. | Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect. |
7. | Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your |
8. | Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you. |
B. | Additional Provisions—Outside of the United States |
1. | Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal exercise of an Award (as described in these Terms and Conditions) by a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in an amount equivalent to the value of the Award on the date of exercise after payment of applicable taxes and fees and any exercise price If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes, fees and any exercise price) to satisfy the Award. |
2. | Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States. |
Three Months Ended March 31, 2017 | Years Ended December 31, | ||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||
Earnings | |||||||||||||||||||||||
Income before income taxes | $ | 753 | $ | 2,480 | $ | 2,307 | $ | 2,057 | $ | 1,973 | $ | 1,696 | |||||||||||
Interest expense | 58 | 189 | 163 | 165 | 167 | 181 | |||||||||||||||||
Portion of rents representative of the interest factor | 28 | 122 | 127 | 131 | 134 | 139 | |||||||||||||||||
$ | 839 | $ | 2,791 | $ | 2,597 | $ | 2,353 | $ | 2,274 | $ | 2,016 | ||||||||||||
Fixed Charges | |||||||||||||||||||||||
Interest expense | $ | 58 | $ | 189 | $ | 163 | $ | 165 | $ | 167 | $ | 181 | |||||||||||
Portion of rents representative of the interest factor | 28 | 122 | 127 | 131 | 134 | 139 | |||||||||||||||||
$ | 86 | $ | 311 | $ | 290 | $ | 296 | $ | 301 | $ | 320 | ||||||||||||
Ratio of Earnings to Fixed Charges | 9.8 | 9.0 | 9.0 | 7.9 | 7.6 | 6.3 |
Date: | April 28, 2017 | /s/ Daniel S. Glaser | |
Daniel S. Glaser | |||
President and Chief Executive Officer |
Date: | April 28, 2017 | /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: | April 28, 2017 | /s/ Daniel S. Glaser | |
Daniel S. Glaser | |||
President and Chief Executive Officer |
Date: | April 28, 2017 | /s/ Mark C. McGivney | |
Mark C. McGivney | |||
Chief Financial Officer |
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Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Apr. 25, 2017 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | MARSH & MCLENNAN COMPANIES, INC. | |
Entity Central Index Key | 0000062709 | |
Trading Symbol | MMC | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 514,159,981 |
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Statement of Comprehensive Income [Abstract] | ||
Net income before non-controlling interests | $ 578 | $ 490 |
Other comprehensive income (loss), before tax: | ||
Foreign currency translation adjustments | 235 | 13 |
Unrealized investment gains (losses) | (5) | 0 |
Gain related to pension/post-retirement plans | 33 | 138 |
Other comprehensive income, before tax | 263 | 151 |
Income tax expense on other comprehensive income | 7 | 28 |
Other comprehensive income, net of tax | 256 | 123 |
Comprehensive income | 834 | 613 |
Less: comprehensive income attributable to non-controlling interest | 9 | 9 |
Comprehensive income attributable to the Company | $ 825 | $ 604 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Fixed assets, accumulated depreciation and amortization | $ 1,729 | $ 1,683 |
Preferred stock, par value (usd per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (usd per share) | $ 1 | $ 1 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 560,641,640 | 560,641,640 |
Treasury shares, shares | 45,617,551 | 46,150,415 |
Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per share (in dollars per share) | $ 0.68 | $ 0.62 |
Dividend equivalents declared per share (in dollars per share) | $ 0.68 | $ 0.62 |
Nature of Operations |
3 Months Ended |
---|---|
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company"), a global professional services firm, is organized based on the different services that it offers. Under this structure, the Company’s two segments are Risk and Insurance Services and Consulting. The Risk and Insurance Services segment provides risk management services and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter. The Company conducts business in its Consulting segment through Mercer and Oliver Wyman Group. Mercer provides consulting expertise, advice, services and solutions in the areas of health, wealth and career. As of March 31, 2017, Mercer had assets under management of $177 billion worldwide. Oliver Wyman Group provides specialized management and economic and brand consulting services. Acquisitions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 7 to the consolidated financial statements. |
Principles of Consolidation and Other Matters |
3 Months Ended |
---|---|
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Other Matters | Principles of Consolidation and Other Matters The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Form 10-K"). The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three month periods ended March 31, 2017 and 2016. Cash and Cash Equivalents Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. The Company is required to maintain operating funds of approximately $167 million, primarily related to regulatory requirements outside the United States or as collateral under captive insurance arrangements. Investments The Company holds investments in certain private equity funds. Investments in private equity funds are accounted for under the equity method of accounting using a consistently applied three-month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments using the equity method of accounting are included in other assets in the consolidated balance sheets. The caption "Investment income (loss)" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of debt and available-for-sale securities and equity method gains or losses on the Company's investments in private equity funds. The Company recorded net investment income of less than $1 million for the three months ended March 31, 2017 compared to a net investment loss of $3 million for the same period in 2016. Income Taxes The Company's effective tax rate in the first quarter of 2017 was 23.3% compared with 28.6% in the first quarter of 2016. These rates reflect foreign operations which are taxed at rates below the U.S. statutory tax rate, including the effect of repatriation, as well as the impact of discrete tax matters such as changes in tax legislation, changes in valuation allowances, nontaxable adjustments to contingent acquisition consideration and, starting in 2017, excess tax benefits related to share-based compensation. The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits increased from $65 million at December 31, 2016 to $66 million at March 31, 2017. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $7 million within the next twelve months due to settlements of audits and expirations of statutes of limitation. |
Fiduciary Assets and Liabilities |
3 Months Ended |
---|---|
Mar. 31, 2017 | |
Fiduciary Assets And Liabilities [Abstract] | |
Fiduciary Assets and Liabilities | Fiduciary Assets and Liabilities In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $8 million and $6 million for the three months ended March 31, 2017 and 2016, respectively. The Consulting segment recorded fiduciary interest income of $1 million in each of the three month periods ended March 31, 2017 and 2016. Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities. Net uncollected premiums and claims and the related payables amounted to $7.8 billion at March 31, 2017 and $7 billion at December 31, 2016. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Accordingly, net uncollected premiums and claims and the related payables are not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets. In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables. |
Per Share Data |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per Share Data | Per Share Data Basic net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income attributable to common shares by the weighted average number of outstanding shares of the Company’s common stock. Diluted net income per share attributable to the Company and income from continuing operations per share are calculated by dividing the respective after-tax income attributable to common shares by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares. Reconciliations of the applicable components used to calculate basic and diluted EPS - Continuing operations are presented below. The reconciling items related to the EPS calculation of net income attributable to the Company are the same for both basic and diluted EPS.
There were 12.8 million and 14.6 million stock options outstanding as of March 31, 2017 and 2016, respectively. |
Supplemental Disclosures to the Consolidated Statements of Cash Flows |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Disclosures to the Consolidated Statements of Cash Flows | Supplemental Disclosures to the Consolidated Statements of Cash Flows The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2017 and 2016.
The classification of contingent consideration in the statement of cash flows is determined by whether the payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating). The following amounts are included in the consolidated statements of cash flows as a financing activity. The Company paid deferred and contingent consideration of $34 million for the three months ended March 31, 2017. This consisted of deferred purchase consideration related to prior years' acquisitions of $26 million and contingent consideration of $8 million. For the three months ended March 31, 2016, the Company paid deferred and contingent consideration of $39 million, consisting of deferred purchase consideration related to prior years' acquisitions of $25 million and contingent consideration of $14 million. The following amounts are included in the operating section of the consolidated statements of cash flows. For the three months ended March 31, 2017, the Company recorded a net credit for adjustments to acquisition related accounts of $16 million and contingent consideration payments of $4 million. For the three months ended March 31, 2016, the Company recorded a net charge for adjustments related to acquisition related accounts of $5 million and contingent consideration payments of $4 million. The Company had non-cash issuances of common stock under its share-based payment plan of $85 million and $67 million for the three months ended March 31, 2017 and 2016, respectively. The Company recorded stock-based compensation expense related to equity awards of $28 million and $20 million for the three-month periods ended March 31, 2017 and 2016, respectively. Effective January 1, 2017, the Company adopted new accounting guidance related to share-based compensation, that requires companies to record excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement and classify excess tax benefits as an operating activity in the statement of cash flows. Prior to the adoption of this standard, the Company recorded excess tax benefits in equity in the consolidated balance sheet and as a financing activity in the consolidated statement of cash flows. For the three months ended March 31, 2017, the adoption of this new standard reduced income tax expense in the consolidated statement of income by approximately $44 million. For the three months ended March 31, 2016, the Company recorded an excess tax benefit of $18 million as an increase to equity in its consolidated balance sheet and an increase to cash provided by financing activities in the consolidated statement of cash flows. |
Other Comprehensive Income (Loss) |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three-month periods ended March 31, 2017 and 2016, including amounts reclassified out of AOCI, are as follows:
The components of other comprehensive income (loss) for the three-month periods ended March 31, 2017 and 2016 are as follows:
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Acquisitions |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions | Acquisitions The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated value of the net tangible assets purchased and the value of the identifiable intangible assets purchased, which typically consist of purchased customer lists, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Until final valuations are complete, any change in assumptions could affect the carrying value of tangible assets, goodwill and identifiable intangible assests. The Risk and Insurance Services segment completed four acquisitions during the first three months of 2017.
Total purchase consideration for acquisitions made during the first three months of 2017 was $509 million, which consisted of cash paid of $419 million and deferred purchase and estimated contingent consideration of $90 million. Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue and EBITDA of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $26 million of deferred purchase consideration and $12 million of contingent consideration related to acquisitions made in prior years. The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2017 based on their fair values:
Other intangible assets acquired are based on initial estimates and subject to change based on final valuations during the measurement period after the acquisition date. The following chart provides information about other intangible assets acquired during 2017:
Prior-Year Acquisitions The Risk and Insurance Services segment completed nine acquisitions during 2016.
The Consulting segment completed six acquisitions during 2016.
Total purchase consideration for acquisitions made during the first three months of 2016 was $103 million, which consisted of cash paid of $77 million and deferred purchase and estimated contingent consideration of $26 million. Contingent consideration arrangements are primarily based on EBITDA or revenue targets over three years. The fair value of the contingent consideration was based on projected revenue and earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. In the first three months of 2016, the Company also paid $25 million of deferred purchase consideration and $18 million of contingent consideration related to acquisitions made in prior years. Pro-Forma Information The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2017 and 2016. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2016 and reflects acquisitions made in 2016 as if they occurred on January 1, 2015. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.
The consolidated statement of income includes the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the three month period ended March 31, 2017 include approximately $28 million of revenue and $10 million of operating income related to acquisitions made in 2017. Acquisition-related expenses incurred in the first three months of 2017 were less than $1 million. |
Goodwill and Other Intangibles |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Other Intangibles | Goodwill and Other Intangibles The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, the Company assesses qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. The Company considers numerous factors, which include whether the fair value of each reporting unit exceeded its carrying value by a substantial margin in its most recent estimate of reporting unit fair values, whether significant acquisitions or dispositions occurred which might alter the fair value of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values, industry and market conditions, and the year-over-year change in the Company’s share price. The Company completed its qualitative assessment in the third quarter of 2016 and concluded that a two-step goodwill impairment test was not required in 2016 and that goodwill was not impaired. Changes in the carrying amount of goodwill are as follows:
Goodwill allocable to the Company’s reportable segments at March 31, 2017 is as follows: Risk and Insurance Services, $6.3 billion and Consulting, $2.5 billion. Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature. The gross cost and accumulated amortization at March 31, 2017 and December 31, 2016 are as follows:
(a) Primarily non-compete agreements, trade names and developed technology. Aggregate amortization expense for the three months ended March 31, 2017 and 2016 was $40 million and $33 million, respectively. The estimated future aggregate amortization expense is as follows:
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Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the Financial Accounting Standards Board ("FASB"). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:
Assets and liabilities using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.
The Company does not have any assets or liabilities that use Level 2 inputs.
Liabilities using Level 3 inputs include liabilities for contingent purchase consideration. Valuation Techniques Equity Securities, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00. Contingent Purchase Consideration Liability – Level 3 Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. These arrangements typically provide for the payment of additional consideration if earnings or revenue targets are met over periods from two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows resulting from the projected revenue and earnings and related targets of the acquired entities. The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016.
During the three-month period ended March 31, 2017, there were no assets or liabilities that were transferred between any of the levels. The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2017 and 2016 that represent contingent consideration related to acquisitions:
(a) Primarily reflects the impact of foreign exchange. The fair value of the contingent purchase consideration liability is based on projections of revenue and EBITDA for the acquired entities in relation to the established targets and are reassessed on a quarterly basis. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net decrease in the estimated fair value of such liabilities for prior-period acquisitions of $16 million in the three-month period ended March 31, 2017. A 5% increase in the above mentioned projections would increase the liability by approximately $22 million. A 5% decrease in the above mentioned projections would decrease the liability by approximately $22 million. Long-Term Investments The Company holds investments in certain private equity investments, public companies and private companies that are accounted for using the equity method of accounting. The carrying value of these investments was $426 million and $389 million at March 31, 2017 and December 31, 2016, respectively. Private Equity Investments The Company's investments in private equity investments were $72 million and $79 million at March 31, 2017 and December 31, 2016, respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains/losses for its proportionate share of the change in fair value of the funds. These investments are included in other assets in the consolidated balance sheets. Investments in Public and Private Companies Alexander Forbes: The Company owns approximately 33% of the common stock of Alexander Forbes, a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. As of March 31, 2017, the carrying value of the Company’s investment in Alexander Forbes was approximately $289 million. As of March 31, 2017, the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the March 31, 2017 closing share price of 6.43 South African Rand per share, was approximately $229 million. During the first three months of 2017, the shares closed between 6.38 Rand (in late March) and 7.89 Rand (in early January). The Company considered several factors related to its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. As a result, the Company determined the investment was not impaired. The Company’s investment in Alexander Forbes and its other equity investments in private insurance and consulting companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated statements of income and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments on a one quarter lag basis. Benefitfocus: On February 24, 2015, the Company purchased shares of common stock of Benefitfocus (NASDAQ:BNFT) constituting 9.9% of BNFT's outstanding capital stock as of the acquisition date. The purchase price for the BNFT shares and certain other rights and other consideration was approximately $75 million. Until December 31, 2016, the Company accounted for this investment under the cost method of accounting as the shares purchased were categorized as restricted. Effective December 31, 2016, these shares were no longer considered restricted for the purpose of determining if they are marketable securities under GAAP, and are now accounted for as available for sale securities and included in other assets in the consolidated balance sheets. The value of the BNFT shares based on the closing price on the NASDAQ as of March 31, 2017 was approximately $79 million. During the first quarter of 2017 an unrealized loss related to these shares of approximately $5 million was recorded in other comprehensive income. |
Retirement Benefits |
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Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement Benefits | Retirement Benefits The Company maintains qualified and non-qualified defined benefit pension plans for some of its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans. The target asset allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income and at March 31, 2017, the actual allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income. The target asset allocation for the Company's U.K. Plans, which comprise approximately 81% of non-U.S. Plan assets at December 31, 2016, was 48% equities and equity alternatives and 52% fixed income. At March 31, 2017, the actual allocation for the U.K. Plans was 47% equities and equity alternatives and 53% fixed income. The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company generally uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges. The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:
In October 2016, the Company modified its U.S. defined benefit pension plans to discontinue further benefit accruals for participants after December 31, 2016. At the same time, the Company amended its U.S. defined contribution retirement plans for most of its U.S. employees to add an automatic Company contribution equal to 4% of eligible base pay beginning on January 1, 2017. This new Company contribution, together with the Company’s current matching contribution, provides eligible U.S. employees with the opportunity to receive a total contribution of up to 7% of eligible base pay. In addition, the U.S. qualified plans were merged effective December 30, 2016.
In March 2017, the Company modified its defined benefit pension plans in Canada to discontinue further benefit accruals for participants after December 31, 2017 and replaced it with a defined contribution arrangement. The Company also amended its post-retirement benefits plan in Canada so that individuals who retire after April 1, 2019 will not be eligible to participate, except in certain situations. The Company re-measured the assets and liabilities of the plans, based on assumptions and market conditions on the amendment date. The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:
*The 2017 assumption does not include a rate of compensation increase for the U.S. defined benefit plans since future benefit accruals were discontinued for those plans after December 31, 2016. The Company made approximately $56 million of contributions to its U.S. and non-U.S. defined benefit plans in the first three months of 2017. The Company expects to contribute approximately $200 million to its U.S. pension and non-U.S. pension plans during the remainder of 2017. Defined Contribution Pans The Company maintains certain defined contribution plans for its employees, the most significant being in the U.S. and the U.K. The cost of these U.S. and U.K. defined contribution plans was $54 million and $40 million for the three months ended March 31, 2017 and 2016, respectively. |
Debt |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Debt The Company’s outstanding debt is as follows:
(a) Repaid on April 1, 2017. The senior notes in the table above are registered by the Company with the Securities and Exchange Commission, and are not guaranteed. The Company has established a short-term debt financing program of up to $1.5 billion through the issuance of commercial paper. The proceeds from the issuance of commercial paper are used for general corporate purposes. The Company had $150 million of commercial paper outstanding at March 31, 2017 at an effective interest rate of 1.28%. In January 2017, the Company issued $500 million of 2.75% senior notes due 2022 and $500 million of 4.35% senior notes due 2047. The Company used the net proceeds for general corporate purposes, including the repayment of a $250 million debt maturity in April 2017. In March 2016, the Company issued $350 million of 3.30% seven-year senior notes. The Company used the net proceeds for general corporate purposes. The Company and certain of its foreign subsidiaries maintain a $1.5 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2017. The Company has a $150 million uncommitted bank credit line. There were no borrowings under this facility at March 31, 2017. Fair Value of Short-term and Long-term Debt The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.
The fair value of the Company’s short-term debt consists primarily of commercial paper and term debt maturing within the next year and its fair value approximates its carrying value. The estimated fair value of a primary portion of the Company's long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short- and long-term debt would be classified as Level 2 in the fair value hierarchy. |
Restructuring Costs |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Costs | Restructuring Costs The Company recorded total restructuring costs of $9 million in the first three months of 2017, primarily for severance and future rent under non-cancelable leases. These costs were incurred in Risk and Insurance Services ($4 million), Consulting ($3 million) and Corporate ($2 million). Details of the restructuring activity from January 1, 2016 through March 31, 2017, which includes liabilities from actions prior to 2017, are as follows:
The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable and accrued liabilities, other liabilities or accrued compensation and employee benefits, depending on the nature of the items. |
Common Stock |
3 Months Ended |
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Mar. 31, 2017 | |
Equity [Abstract] | |
Common Stock | Common Stock During the first three months of 2017, the Company repurchased approximately 2.7 million shares of its common stock for consideration of $200 million. In November 2016, the Board of Directors of the Company authorized the Company to repurchase up to $2.5 billion in shares of the Company's common stock, which superseded any prior authorizations. As of March 31, 2017, the Company remained authorized to repurchase up to approximately $2.2 billion in shares of its common stock. There is no time limit on the authorization. During the first three months of 2016, the Company repurchased approximately 3.5 million shares of its common stock for consideration of $200 million. |
Claims, Lawsuits And Other Contingencies |
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Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Claims, Lawsuits, and Other Contingencies | Claims, Lawsuits and Other Contingencies Litigation Matters The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims typically seek damages, including punitive and treble damages, in amounts that could be significant. In establishing liabilities for errors and omissions claims in accordance with FASB ASC Subtopic No. 450-20 (Contingencies-Loss Contingencies), the Company uses case level reviews by inside and outside counsel, and internal actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable. To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year. Governmental Inquiries and Enforcement Matters Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates. The U.K. Financial Conduct Authority (the “FCA”) recently launched a civil competition investigation into the aviation insurance and reinsurance sector. In connection with that investigation, the FCA conducted an on-site inspection on April 4, 2017 at the London office of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United Kingdom. The FCA indicated that it had reasonable grounds for suspecting that Marsh Limited and others have been sharing competitively sensitive information within the aviation insurance and reinsurance sector. We are cooperating fully with the FCA’s ongoing investigation and are conducting our own review with the assistance of outside counsel. As the FCA’s investigation is at an early stage, we are unable to predict the timing or ultimate impact of this matter at this time. In the ordinary course of business, the Company is subject to other investigations, subpoenas, lawsuits and other regulatory actions undertaken by governmental authorities. For example, the FCA is conducting a market study of the U.K. asset management industry, which includes asset managers and investment consultants such as Mercer. In November 2016, the FCA published an interim report which contains preliminary findings relating to the investment consulting industry and a provisional reference to the U.K. Competition & Markets Authority for a market investigation. Other Contingencies-Guarantees In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee were reinsured up to £40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of March 31, 2017, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee. From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit. * * * * The pending proceedings described above and other matters not explicitly described in this Note 14 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages, fines, penalties or other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB ASC Subtopic No. 450-20 (Contingencies - Loss Contingencies). Except as described above, the Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period. |
Segment Information |
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Segment Information | Segment Information The Company is organized based on the types of services provided. Under this structure, the Company’s segments are:
The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2016 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed. Selected information about the Company’s operating segments for the three month period ended March 31, 2017 and 2016 are as follows:
Details of operating segment revenue for the three month period ended March 31, 2017 and 2016 are as follows:
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New Accounting Guidance |
3 Months Ended |
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Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Guidance | New Accounting Guidance In March 2017, the FASB issued new guidance to improve the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. In addition, only the service cost component is eligible for capitalization, when applicable. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs, and prospective application for the capitalization of the service cost component. The adoption of this guidance will impact the presentation of the Company's results of operations, in particular, reducing net operating income, but will have no impact on the Company's net income. In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's financial position or results of operations. In January 2017, the FASB issued guidance which clarifies the definition of a business in order to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted under certain circumstances and the guidance must be applied prospectively as of the beginning of the period of adoption. The Company is currently evaluating the impact, if any, the adoption of this standard will have on its financial position or results of operations. In November 2016, the FASB issued new guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The guidance must be applied retrospectively to all periods presented. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on the Company's consolidated balance sheets or consolidated statement of cash flows. In October 2016, the FASB also issued new guidance which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The new guidance must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact the adoption of this standard will have on its financial position or results of operations. In August 2016, the FASB issued new guidance which adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including cash payments for debt prepayments or debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The guidance must be applied retrospectively to all periods presented unless retrospective application is impracticable. Early adoption is permitted. The Company is currently evaluating the impact the guidance will have on its statement of cash flows. In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires that only capital leases be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The new guidance on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application will be permitted. The Company is currently evaluating the impact the adoption of the guidance will have on its financial position and results of operations, but expects material "right to use" assets and lease liabilities to be recorded on its consolidated balance sheets. In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations. New Revenue Recognition Pronouncement In May 2014, the FASB issued new accounting guidance to clarify the principles for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the entity should apply the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. Entities are permitted to adopt the guidance under one of the following methods: the "full retrospective" method, which applies the guidance to each period presented (prior years restated) or the "modified retrospective" method in which the guidance is only applied to the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings. The Company will adopt the new guidance effective January 1, 2018. The Company is evaluating the transition method it will use, but currently expects to use the modified retrospective method. The Company continues to evaluate the impact of the standard on our Risk and Insurance Services ("RIS") segment. Based on the results of the review to date, the Company expects there will be some movement in the timing of revenue recognition between quarterly and annual periods. However, since the vast majority of our brokerage arrangements involve contracts that cover a single year of placements, on a year over year basis, the Company does not believe there will be a significant change to the amount of revenue recognized in an annual period. The Company's initial review and preliminary conclusions for the Consulting segment indicate the impact on the existing pattern of revenue recognition in quarterly or annual periods will be less significant than for RIS. The conclusions will be completed following a final review of customer arrangement legal terms and conditions in certain non-U.S. locations. The Company expects that certain costs that are currently expensed under GAAP will be capitalized as costs to obtain or costs to fulfill customer contracts under guidance issued as part of the revenue recognition standard. Any capitalized costs would be amortized on a basis consistent with the transfer of services to which they relate. Such expenses related to Risk and Insurance Services would generally be "amortized" over a period of one year or less. The Company is continuing to quantify the amount of such costs that must be deferred. In the Consulting segment, certain expenses that are currently deferred may have a longer amortization period to reflect the amortization over the expected life of the contract including anticipated renewal periods. The Company has not yet quantified the impact of the changes discussed above. New Accounting Pronouncements Recently Adopted In October 2016, the FASB issued new guidance which changes the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the new guidance requires that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interest in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The adoption of this guidance did not have a significant impact on its financial position, results of operations and statement of cash flows. In April 2016, the FASB issued new guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance requires that companies record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement and classify excess tax benefits as an operating activity in the statement of cash flows. The Company adopted this new guidance prospectively, effective January 1, 2017 and prior periods have not been adjusted. For the three months ended March 31, 2017, the adoption of this new standard reduced income tax expense in the consolidated statement of income by approximately $44 million. For the three months ended March 31, 2016, the Company recorded an excess tax benefit of $18 million as an increase to equity in its consolidated balance sheet and an increase to cash provided by financing activities in the consolidated statement of cash flows. In March 2016, the FASB issued new guidance which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The new guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The guidance was adopted on January 1, 2017 and did not have an impact on the Company's financial position or results of operations. |
Principles of Consolidation and Other Matters (Policies) |
3 Months Ended |
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Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. |
Cash and Cash Equivalents | Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. |
Investments | The Company holds investments in certain private equity funds. Investments in private equity funds are accounted for under the equity method of accounting using a consistently applied three-month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments using the equity method of accounting are included in other assets in the consolidated balance sheets. The caption "Investment income (loss)" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of debt and available-for-sale securities and equity method gains or losses on the Company's investments in private equity funds. |
Income Taxes | The Company's effective tax rate in the first quarter of 2017 was 23.3% compared with 28.6% in the first quarter of 2016. These rates reflect foreign operations which are taxed at rates below the U.S. statutory tax rate, including the effect of repatriation, as well as the impact of discrete tax matters such as changes in tax legislation, changes in valuation allowances, nontaxable adjustments to contingent acquisition consideration and, starting in 2017, excess tax benefits related to share-based compensation. The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. |
Fair Value Measurements (Policies) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||
Fair Value Measurement | Fair Value Hierarchy The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the Financial Accounting Standards Board ("FASB"). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:
Assets and liabilities using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.
The Company does not have any assets or liabilities that use Level 2 inputs.
Liabilities using Level 3 inputs include liabilities for contingent purchase consideration. Valuation Techniques Equity Securities, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00. Contingent Purchase Consideration Liability – Level 3 Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. These arrangements typically provide for the payment of additional consideration if earnings or revenue targets are met over periods from two to four years. The fair value of contingent consideration is estimated as the present value of future cash flows resulting from the projected revenue and earnings and related targets of the acquired entities. |
New Accounting Guidance (Policies) |
3 Months Ended |
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Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Guidance In March 2017, the FASB issued new guidance to improve the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. In addition, only the service cost component is eligible for capitalization, when applicable. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs, and prospective application for the capitalization of the service cost component. The adoption of this guidance will impact the presentation of the Company's results of operations, in particular, reducing net operating income, but will have no impact on the Company's net income. In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's financial position or results of operations. In January 2017, the FASB issued guidance which clarifies the definition of a business in order to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted under certain circumstances and the guidance must be applied prospectively as of the beginning of the period of adoption. The Company is currently evaluating the impact, if any, the adoption of this standard will have on its financial position or results of operations. In November 2016, the FASB issued new guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The guidance must be applied retrospectively to all periods presented. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on the Company's consolidated balance sheets or consolidated statement of cash flows. In October 2016, the FASB also issued new guidance which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The new guidance must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact the adoption of this standard will have on its financial position or results of operations. In August 2016, the FASB issued new guidance which adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including cash payments for debt prepayments or debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The guidance must be applied retrospectively to all periods presented unless retrospective application is impracticable. Early adoption is permitted. The Company is currently evaluating the impact the guidance will have on its statement of cash flows. In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires that only capital leases be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The new guidance on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application will be permitted. The Company is currently evaluating the impact the adoption of the guidance will have on its financial position and results of operations, but expects material "right to use" assets and lease liabilities to be recorded on its consolidated balance sheets. In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of the guidance on its financial position and results of operations. New Revenue Recognition Pronouncement In May 2014, the FASB issued new accounting guidance to clarify the principles for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the entity should apply the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. Entities are permitted to adopt the guidance under one of the following methods: the "full retrospective" method, which applies the guidance to each period presented (prior years restated) or the "modified retrospective" method in which the guidance is only applied to the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings. The Company will adopt the new guidance effective January 1, 2018. The Company is evaluating the transition method it will use, but currently expects to use the modified retrospective method. The Company continues to evaluate the impact of the standard on our Risk and Insurance Services ("RIS") segment. Based on the results of the review to date, the Company expects there will be some movement in the timing of revenue recognition between quarterly and annual periods. However, since the vast majority of our brokerage arrangements involve contracts that cover a single year of placements, on a year over year basis, the Company does not believe there will be a significant change to the amount of revenue recognized in an annual period. The Company's initial review and preliminary conclusions for the Consulting segment indicate the impact on the existing pattern of revenue recognition in quarterly or annual periods will be less significant than for RIS. The conclusions will be completed following a final review of customer arrangement legal terms and conditions in certain non-U.S. locations. The Company expects that certain costs that are currently expensed under GAAP will be capitalized as costs to obtain or costs to fulfill customer contracts under guidance issued as part of the revenue recognition standard. Any capitalized costs would be amortized on a basis consistent with the transfer of services to which they relate. Such expenses related to Risk and Insurance Services would generally be "amortized" over a period of one year or less. The Company is continuing to quantify the amount of such costs that must be deferred. In the Consulting segment, certain expenses that are currently deferred may have a longer amortization period to reflect the amortization over the expected life of the contract including anticipated renewal periods. The Company has not yet quantified the impact of the changes discussed above. New Accounting Pronouncements Recently Adopted In October 2016, the FASB issued new guidance which changes the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the new guidance requires that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interest in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The adoption of this guidance did not have a significant impact on its financial position, results of operations and statement of cash flows. In April 2016, the FASB issued new guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance requires that companies record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement and classify excess tax benefits as an operating activity in the statement of cash flows. The Company adopted this new guidance prospectively, effective January 1, 2017 and prior periods have not been adjusted. For the three months ended March 31, 2017, the adoption of this new standard reduced income tax expense in the consolidated statement of income by approximately $44 million. For the three months ended March 31, 2016, the Company recorded an excess tax benefit of $18 million as an increase to equity in its consolidated balance sheet and an increase to cash provided by financing activities in the consolidated statement of cash flows. In March 2016, the FASB issued new guidance which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The new guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The guidance was adopted on January 1, 2017 and did not have an impact on the Company's financial position or results of operations. |
Per Share Data (Tables) |
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Diluted EPS Calculation Continuing Operations | Reconciliations of the applicable components used to calculate basic and diluted EPS - Continuing operations are presented below. The reconciling items related to the EPS calculation of net income attributable to the Company are the same for both basic and diluted EPS.
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Supplemental Disclosures to the Consolidated Statements of Cash Flows (Tables) |
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Additional Information Concerning Acquisitions, Interest and Income Taxes Paid | The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2017 and 2016.
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Other Comprehensive Income (Loss) (Tables) |
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Mar. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three-month periods ended March 31, 2017 and 2016, including amounts reclassified out of AOCI, are as follows:
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Schedule of Components of Comprehensive Income (Loss) | The components of other comprehensive income (loss) for the three-month periods ended March 31, 2017 and 2016 are as follows:
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Acquisitions (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule For Allocation of Acquisition Costs | The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2017 based on their fair values:
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Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following chart provides information about other intangible assets acquired during 2017:
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Pro-Forma Information | The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.
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Goodwill and Other Intangibles (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows:
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Amortized Intangible Assets | The gross cost and accumulated amortization at March 31, 2017 and December 31, 2016 are as follows:
(a) Primarily non-compete agreements, trade names and developed technology. |
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Estimated Future Aggregate Amortization Expense | The estimated future aggregate amortization expense is as follows:
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Fair Value Measurements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016.
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Changes in Fair Value of Level 3 Liabilities Representing Acquisition Related Contingent Consideration | The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2017 and 2016 that represent contingent consideration related to acquisitions:
(a) Primarily reflects the impact of foreign exchange. |
Retirement Benefits (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs | The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:
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Schedule of Assumptions Used | The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:
*The 2017 assumption does not include a rate of compensation increase for the U.S. defined benefit plans since future benefit accruals were discontinued for those plans after December 31, 2016. |
Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Outstanding Debt | The Company’s outstanding debt is as follows:
(a) Repaid on April 1, 2017. |
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Estimated Fair Value Of Significant Financial Instruments | The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.
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Restructuring Costs (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Activities | Details of the restructuring activity from January 1, 2016 through March 31, 2017, which includes liabilities from actions prior to 2017, are as follows:
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Segment Information (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selected Information And Details For MMC's Operating Segments | Selected information about the Company’s operating segments for the three month period ended March 31, 2017 and 2016 are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of Operating Segment Revenue | Details of operating segment revenue for the three month period ended March 31, 2017 and 2016 are as follows:
|
Nature of Operations (Details) $ in Billions |
3 Months Ended |
---|---|
Mar. 31, 2017
USD ($)
segment
| |
Segment Reporting Information [Line Items] | |
Number of business segments | segment | 2 |
Mercer Consulting Group | |
Segment Reporting Information [Line Items] | |
Assets under management | $ | $ 177 |
Principles of Consolidation And Other Matters (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Dec. 31, 2016 |
|
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Operating funds related to regulatory requirements or as collateral under captive insurance arrangements | $ 167,000,000 | ||
Equity method investments lag period | 3 months | ||
Investment income (loss) | $ 1,000,000 | $ (3,000,000) | |
Effective tax rate (as a percent) | 23.30% | 28.60% | |
Unrecognized tax benefits | $ 66,000,000 | $ 65,000,000 | |
Minimum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Reasonably possible decrease in unrecognized tax benefits | 0 | ||
Maximum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Reasonably possible decrease in unrecognized tax benefits | $ 7,000,000 |
Fiduciary Assets and Liabilities (Details) - USD ($) $ in Millions |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Dec. 31, 2016 |
|
Fiduciary Assets and Liabilities [Line Items] | |||
Net uncollected premiums and claims receivable and payable | $ 7,800 | $ 7,000 | |
Operating Segments | Risk and Insurance Services Segment | |||
Fiduciary Assets and Liabilities [Line Items] | |||
Interest on fiduciary funds (less than) | 8 | $ 6 | |
Operating Segments | Consulting Segment | |||
Fiduciary Assets and Liabilities [Line Items] | |||
Interest on fiduciary funds (less than) | $ 1 | $ 1 |
Per Share Data (Basic and Diluted EPS Calculation Continuing Operations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Earnings Per Share [Abstract] | ||
Net income from continuing operations | $ 578 | $ 490 |
Less: Net income attributable to non-controlling interests | 9 | 9 |
Net income attributable to the Company | $ 569 | $ 481 |
Basic weighted average common shares outstanding (in shares) | 515.0 | 521.0 |
Dilutive effect of potentially issuable common shares (in shares) | 7.0 | 5.0 |
Diluted weighted average common shares outstanding (in shares) | 522.0 | 526.0 |
Average stock price used to calculate common stock equivalents (in dollars per share) | $ 71.32 | $ 55.86 |
Stock options outstanding (in shares) | 12.8 | 14.6 |
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Additional Information Concerning Acquisitions, Interest And Income Taxes Paid) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Supplemental Cash Flow Information [Abstract] | ||
Assets acquired, excluding cash | $ 577 | $ 105 |
Liabilities assumed | (76) | (4) |
Contingent/deferred purchase consideration | (90) | (26) |
Net cash outflow for acquisitions | 411 | 75 |
Interest paid | 62 | 58 |
Income taxes paid, net of refunds | $ 100 | $ 187 |
Supplemental Disclosures to the Consolidated Statements of Cash Flows (Narrative) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Supplemental Disclosure to the Consolidate Statements of Cash Flows [Line Items] | ||
Deferred and contingent consideration from prior years acquisition | $ 34 | $ 39 |
Contingent consideration from prior year's acquisitions | 8 | 14 |
Net charge for adjustments related to acquisition related accounts | (16) | 5 |
Payment of contingent consideration | 4 | 4 |
Non-cash issuance of common stock | 85 | 67 |
Stock-based compensation expense, equity awards | 28 | 20 |
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | 44 | 18 |
Prior Fiscal Periods Acquisitions | ||
Supplemental Disclosure to the Consolidate Statements of Cash Flows [Line Items] | ||
Deferred purchase consideration from prior years' acquisitions | 26 | 25 |
Contingent consideration from prior year's acquisitions | $ 12 | $ 18 |
Acquisitions (Narrative) (Details) $ in Millions |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2017
USD ($)
acquisition
|
Mar. 31, 2016
USD ($)
|
Dec. 31, 2016
acquisition
|
|
Business Acquisition [Line Items] | |||
Total consideration | $ 509 | $ 103 | |
Cash | 419 | 77 | |
Estimated fair value of deferred/contingent consideration | 90 | 26 | |
Contingent consideration from prior year's acquisitions | 8 | 14 | |
Acquisition related expenses (less than) | 1 | ||
Current Fiscal Period Acquisitions | |||
Business Acquisition [Line Items] | |||
Total consideration | 509 | ||
Cash | 419 | ||
Estimated fair value of deferred/contingent consideration | 90 | ||
Revenue related to acquisitions | 28 | ||
Operating income related to acquisitions | 10 | ||
Prior Fiscal Periods Acquisitions | |||
Business Acquisition [Line Items] | |||
Deferred purchase consideration from prior years' acquisitions | 26 | 25 | |
Contingent consideration from prior year's acquisitions | $ 12 | $ 18 | |
Risk and Insurance Services Segment | |||
Business Acquisition [Line Items] | |||
Number of acquisitions made (in acquisitions) | acquisition | 4 | 9 | |
Consulting Segment | |||
Business Acquisition [Line Items] | |||
Number of acquisitions made (in acquisitions) | acquisition | 6 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 2 years | ||
Minimum | Current Fiscal Period Acquisitions | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 2 years | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 4 years | ||
Maximum | Current Fiscal Period Acquisitions | |||
Business Acquisition [Line Items] | |||
Revenue target period (in years) | 4 years |
Acquisitions (Allocation Of Acquisition Costs) (Details) - USD ($) $ in Millions |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Business Acquisition [Line Items] | ||||
Cash | $ 419 | $ 77 | ||
Estimated fair value of deferred/contingent consideration | 90 | 26 | ||
Total Consideration | 509 | 103 | ||
Allocation of purchase price: | ||||
Goodwill | 8,769 | $ 7,950 | $ 8,369 | $ 7,889 |
Current Fiscal Period Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash | 419 | |||
Estimated fair value of deferred/contingent consideration | 90 | |||
Total Consideration | 509 | |||
Allocation of purchase price: | ||||
Cash and cash equivalents | 8 | |||
Accounts receivable, net | 7 | |||
Property, plant, and equipment | 3 | |||
Other intangible assets | 204 | |||
Goodwill | 363 | |||
Total assets acquired | 585 | |||
Current liabilities | 4 | |||
Other liabilities | 72 | |||
Total liabilities assumed | 76 | |||
Net assets acquired | $ 509 |
Acquisitions (Acquired Finite-Lived Intangible Assets) (Details) - Client relationships $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2017
USD ($)
| |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 204 |
Finite-lived intangible assets, remaining amortization period | 10 years |
Acquisitions (Pro-Forma Information) (Details) - USD ($) $ / shares in Units, $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Business Combinations [Abstract] | ||
Revenue | $ 3,515 | $ 3,460 |
Net income attributable to the Company | $ 568 | $ 481 |
Basic net income per share: | ||
Basic net income per share attributable to the Company (in dollars per share) | $ 1.10 | $ 0.92 |
Diluted net income per share: | ||
Diluted net income per share attributable to the Company (in dollars per share) | $ 1.09 | $ 0.91 |
Goodwill and Other Intangibles (Narrative) (Details) - USD ($) $ in Millions |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 8,769 | $ 7,950 | $ 8,369 | $ 7,889 |
Aggregate amortization expense | 40 | $ 33 | ||
Risk and Insurance Services Segment | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 6,300 | |||
Consulting Segment | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 2,500 |
Goodwill and Other Intangibles (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Millions |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|||
Goodwill [Roll Forward] | ||||
Balance as of January 1, as reported | $ 8,369 | $ 7,889 | ||
Goodwill acquired | 363 | 61 | ||
Other adjustments | [1] | 37 | 0 | |
Balance at March 31, | $ 8,769 | $ 7,950 | ||
|
Goodwill and Other Intangibles (Amortized Intangible Assets) (Details) - USD ($) $ in Millions |
Mar. 31, 2017 |
Dec. 31, 2016 |
|||
---|---|---|---|---|---|
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Cost | $ 1,796 | $ 1,594 | |||
Accumulated Amortization | 505 | 468 | |||
Net Carrying Amount | 1,291 | 1,126 | |||
Client relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Cost | 1,591 | 1,390 | |||
Accumulated Amortization | 422 | 392 | |||
Net Carrying Amount | 1,169 | 998 | |||
Other Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Cost | [1] | 205 | 204 | ||
Accumulated Amortization | [1] | 83 | 76 | ||
Net Carrying Amount | [1] | $ 122 | $ 128 | ||
|
Goodwill And Other Intangibles (Estimated Future Aggregate Amortization Expense) (Details) - USD ($) $ in Millions |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 (excludes amortization through March 31, 2017) | $ 126 | |
2018 | 161 | |
2019 | 153 | |
2020 | 135 | |
2021 | 129 | |
Subsequent years | 587 | |
Net Carrying Amount | $ 1,291 | $ 1,126 |
Fair Value Measurements (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions |
3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2017
USD ($)
$ / shares
shares
|
Mar. 31, 2016
USD ($)
|
Mar. 31, 2017
ZAR / shares
|
Jan. 31, 2017
ZAR / shares
|
Dec. 31, 2016
USD ($)
|
Jan. 31, 2016
ZAR / shares
|
Feb. 24, 2015
USD ($)
|
Dec. 31, 2014
ZAR / shares
|
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Adjustments to acquisition related contingent consideration liability | $ (16) | |||||||
Increase in fair value of contingent consideration due to 5% increase in projections | 22 | |||||||
Decrease in fair value of contingent consideration due to 5% decrease in projections | (22) | |||||||
Carrying value of investment | 426 | $ 389 | ||||||
Unrealized investment gains (losses) | $ (5) | $ 0 | ||||||
Minimum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Revenue target period (in years) | 2 years | |||||||
Maximum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Revenue target period (in years) | 4 years | |||||||
Private Equity Funds, Foreign | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Carrying value of investment | $ 72 | $ 79 | ||||||
Alexander Forbes Group Holdings Limited | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price (Rand) | ZAR / shares | ZAR 6.43 | ZAR 7.50 | ||||||
Carrying value of investment | $ 289 | |||||||
Percentage of ownership in equity investment | 33.00% | |||||||
Investment shares owned | shares | 443 | |||||||
Market value of investment | $ 229 | |||||||
Alexander Forbes Group Holdings Limited | Minimum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price (Rand) | ZAR / shares | ZAR 6.38 | |||||||
Alexander Forbes Group Holdings Limited | Maximum | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price (Rand) | ZAR / shares | ZAR 7.89 | |||||||
Mercer Consulting Group | Benefitfocus | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Market value of investment | $ 79 | |||||||
Percentage of business interest acquired | 9.90% | |||||||
Total consideration | $ 75 | |||||||
Money Market Funds | ||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||
Share price (Rand) | $ / shares | $ 1.00 |
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions |
Mar. 31, 2017 |
Dec. 31, 2016 |
|||||||
---|---|---|---|---|---|---|---|---|---|
Financial instruments owned: | |||||||||
Total assets measured at fair value | $ 241 | $ 252 | |||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 28 | 90 | |||||||
Liabilities: | |||||||||
Total liabilities measured at fair value | 247 | 241 | |||||||
Identical Assets (Level 1) | |||||||||
Financial instruments owned: | |||||||||
Total assets measured at fair value | 241 | 252 | |||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 28 | 90 | |||||||
Liabilities: | |||||||||
Total liabilities measured at fair value | 0 | 0 | |||||||
Observable Inputs (Level 2) | |||||||||
Financial instruments owned: | |||||||||
Total assets measured at fair value | 0 | 0 | |||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 0 | 0 | |||||||
Liabilities: | |||||||||
Total liabilities measured at fair value | 0 | 0 | |||||||
Unobservable Inputs (Level 3) | |||||||||
Financial instruments owned: | |||||||||
Total assets measured at fair value | 0 | 0 | |||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 0 | 0 | |||||||
Liabilities: | |||||||||
Total liabilities measured at fair value | 247 | 241 | |||||||
Money Market Funds | |||||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 28 | 90 | |||||||
Money Market Funds | Identical Assets (Level 1) | |||||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 28 | 90 | |||||||
Money Market Funds | Observable Inputs (Level 2) | |||||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 0 | 0 | |||||||
Money Market Funds | Unobservable Inputs (Level 3) | |||||||||
Fiduciary Assets: | |||||||||
Fiduciary assets | 0 | 0 | |||||||
Other Assets | |||||||||
Financial instruments owned: | |||||||||
Exchange traded equity securities | [1] | 83 | 89 | ||||||
Mutual funds | [1] | 134 | 141 | ||||||
Other Assets | Identical Assets (Level 1) | |||||||||
Financial instruments owned: | |||||||||
Exchange traded equity securities | [1] | 83 | 89 | ||||||
Mutual funds | [1] | 134 | 141 | ||||||
Other Assets | Observable Inputs (Level 2) | |||||||||
Financial instruments owned: | |||||||||
Exchange traded equity securities | [1] | 0 | 0 | ||||||
Mutual funds | [1] | 0 | 0 | ||||||
Other Assets | Unobservable Inputs (Level 3) | |||||||||
Financial instruments owned: | |||||||||
Exchange traded equity securities | [1] | 0 | 0 | ||||||
Mutual funds | [1] | 0 | 0 | ||||||
Cash and Cash Equivalents | |||||||||
Financial instruments owned: | |||||||||
Money market funds | [2] | 24 | 22 | ||||||
Cash and Cash Equivalents | Identical Assets (Level 1) | |||||||||
Financial instruments owned: | |||||||||
Money market funds | [2] | 24 | 22 | ||||||
Cash and Cash Equivalents | Observable Inputs (Level 2) | |||||||||
Financial instruments owned: | |||||||||
Money market funds | [2] | 0 | 0 | ||||||
Cash and Cash Equivalents | Unobservable Inputs (Level 3) | |||||||||
Financial instruments owned: | |||||||||
Money market funds | [2] | 0 | 0 | ||||||
Accounts Payable and Accrued Liabilities and Other Liabilities | |||||||||
Liabilities: | |||||||||
Contingent purchase consideration liability | [3] | 247 | 241 | ||||||
Accounts Payable and Accrued Liabilities and Other Liabilities | Identical Assets (Level 1) | |||||||||
Liabilities: | |||||||||
Contingent purchase consideration liability | [3] | 0 | 0 | ||||||
Accounts Payable and Accrued Liabilities and Other Liabilities | Observable Inputs (Level 2) | |||||||||
Liabilities: | |||||||||
Contingent purchase consideration liability | [3] | 0 | 0 | ||||||
Accounts Payable and Accrued Liabilities and Other Liabilities | Unobservable Inputs (Level 3) | |||||||||
Liabilities: | |||||||||
Contingent purchase consideration liability | [3] | $ 247 | $ 241 | ||||||
|
Fair Value Measurements (Changes In Fair Value Of Level 3 Liabilities Representing Acquisition Related Contingent Consideration) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Revaluation Impact | $ (16) | $ 5 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at January 1, | 241 | 309 |
Additions | 34 | 8 |
Payments | (12) | (18) |
Revaluation Impact | (16) | 5 |
Other | 0 | (2) |
Balance at March 31, | $ 247 | $ 302 |
Retirement Benefits (Narrative) (Details) - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended | |
---|---|---|---|
Oct. 31, 2016 |
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' gross pay (up to) | 4.00% | ||
Maximum annual contributions per employee, percent | 7.00% | ||
Contributions by employer | $ 56 | ||
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Estimated future employer contributions in current fiscal year | 200 | ||
Unites States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 54 | $ 40 | |
Unites States | Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation U.S. Plan | 64.00% | ||
Actual asset allocation percentage of equity | 64.00% | ||
Unites States | Fixed Income Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation U.S. Plan | 36.00% | ||
Actual asset allocation percentage of equity | 36.00% | ||
United Kingdom | Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation U.S. Plan | 48.00% | ||
Actual asset allocation percentage of equity | 47.00% | ||
United Kingdom | Fixed Income Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target asset allocation U.S. Plan | 52.00% | ||
Actual asset allocation percentage of equity | 53.00% | ||
United Kingdom | Geographic Concentration Risk | Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Concentration risk percentage | 81.00% |
Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 18 | $ 44 |
Interest cost | 122 | 137 |
Expected return on plan assets | (224) | (241) |
Amortization of prior service cost | 0 | 0 |
Recognized actuarial loss (gain) | 40 | 42 |
Net periodic benefit (credit) cost | (44) | (18) |
Curtailment gain | (1) | 0 |
Settlement loss | 1 | 0 |
Total (credit) cost | (44) | (18) |
U.S. Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 26 |
Interest cost | 66 | 66 |
Expected return on plan assets | (89) | (95) |
Amortization of prior service cost | 0 | 0 |
Recognized actuarial loss (gain) | 9 | 18 |
Net periodic benefit (credit) cost | (14) | 15 |
Non-U.S. Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 18 | 18 |
Interest cost | 56 | 71 |
Expected return on plan assets | (135) | (146) |
Recognized actuarial loss (gain) | 31 | 24 |
Net periodic benefit (credit) cost | (30) | (33) |
Curtailment gain | (1) | 0 |
Settlement loss | 1 | 0 |
Total (credit) cost | (30) | (33) |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 2 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service cost | 1 | 1 |
Recognized actuarial loss (gain) | 0 | (1) |
Net periodic benefit (credit) cost | 2 | 2 |
Curtailment gain | 0 | 0 |
Settlement loss | 0 | 0 |
Total (credit) cost | 2 | 2 |
U.S. Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 0 | 1 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service cost | 1 | 1 |
Recognized actuarial loss (gain) | 0 | (1) |
Net periodic benefit (credit) cost | 1 | 1 |
Foreign Postretirement Benefit Plan, Defined Benefit | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | 0 | 0 |
Recognized actuarial loss (gain) | 0 | 0 |
Net periodic benefit (credit) cost | 1 | 1 |
Curtailment gain | 0 | 0 |
Settlement loss | 0 | 0 |
Total (credit) cost | $ 1 | $ 1 |
Retirement Benefits (Schedule Of Defined Benefit Plan Weighted Average Assumption Used In Calculating Net Periodic Benefit Cost) (Details) |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Pension Benefits | ||
Weighted average assumptions: | ||
Expected return on plan assets | 6.64% | 7.07% |
Discount rate | 3.40% | 4.11% |
Rate of compensation increase | 1.77% | 2.44% |
Postretirement Benefits | ||
Weighted average assumptions: | ||
Expected return on plan assets | 0.00% | 0.00% |
Discount rate | 3.64% | 4.12% |
Rate of compensation increase | 0.00% | 0.00% |
Debt (Schedule Of Outstanding Debt) (Details) - USD ($) $ in Millions |
Mar. 31, 2017 |
Jan. 31, 2017 |
Dec. 31, 2016 |
Mar. 31, 2016 |
---|---|---|---|---|
Debt Instrument [Line Items] | ||||
Commercial paper outstanding | $ 150 | $ 50 | ||
Current portion of long-term debt | 262 | 262 | ||
Short-term debt | 412 | 312 | ||
Long-term debt, current and noncurrent | 5,741 | 4,757 | ||
Long-term debt | 5,479 | 4,495 | ||
2.30% Senior Debt Obligations Due 2017 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 250 | 250 | ||
Interest rate | 2.30% | |||
2.55% Senior Debt Obligations Due 2018 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 249 | 249 | ||
Interest rate | 2.55% | |||
2.35% Senior Debt Obligations Due 2019 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 299 | 299 | ||
Interest rate | 2.35% | |||
2.35% Senior Debt Obligations Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 497 | 497 | ||
Interest rate | 2.35% | |||
4.80% Senior Debt Obligations Due 2021 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 498 | 498 | ||
Interest rate | 4.80% | |||
2.75% Senior Debt Obligations Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 496 | 0 | ||
Interest rate | 2.75% | 2.75% | ||
3.30% Senior Debt Obligations Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 347 | 347 | ||
Interest rate | 3.30% | 3.30% | ||
4.05% Senior Debt Obligations Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 248 | 248 | ||
Interest rate | 4.05% | |||
3.50% Senior Debt Obligations Due 2024 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 596 | 596 | ||
Interest rate | 3.50% | |||
3.50% Senior Debt Obligations Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 495 | 495 | ||
Interest rate | 3.50% | |||
3.75% Senior Debt Obligations Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 596 | 596 | ||
Interest rate | 3.75% | |||
5.875% Senior Debt Obligations Due 2033 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 297 | 297 | ||
Interest rate | 5.875% | |||
4.35% Senior Debt Obligation Due 2047 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 492 | 0 | ||
Interest rate | 4.35% | 4.35% | ||
Mortgage Due 2035 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 379 | 382 | ||
Interest rate | 5.70% | |||
Other | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current and noncurrent | $ 2 | $ 3 |
Debt (Narrative) (Details) - USD ($) |
1 Months Ended | 3 Months Ended | |||
---|---|---|---|---|---|
Apr. 30, 2017 |
Mar. 31, 2016 |
Mar. 31, 2017 |
Jan. 31, 2017 |
Dec. 31, 2016 |
|
Debt Instrument [Line Items] | |||||
Commercial paper outstanding | $ 150,000,000 | $ 50,000,000 | |||
2.75% Senior Debt Obligations Due 2022 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.75% | 2.75% | |||
Proceeds from issuance of debt | $ 500,000,000 | ||||
4.35% Senior Debt Obligation Due 2047 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.35% | 4.35% | |||
Proceeds from issuance of debt | $ 500,000,000 | ||||
3.30% Senior Debt Obligations Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.30% | 3.30% | |||
Proceeds from issuance of debt | $ 350,000,000 | ||||
Term of debt | 7 years | ||||
Amended Revolving Credit Facility March 27, 2014 | |||||
Debt Instrument [Line Items] | |||||
Term of debt | 5 years | ||||
Debt facilities, maximum borrowing capacity | $ 1,500,000,000 | ||||
Revolving credit facility, amount outstanding | 0 | ||||
Commercial Paper | |||||
Debt Instrument [Line Items] | |||||
Borrowings under uncommited bank credit line | $ 1,500,000,000 | ||||
Interest rate | 1.28% | ||||
Line of Credit | Uncommitted Bank Credit Line | |||||
Debt Instrument [Line Items] | |||||
Borrowings under uncommited bank credit line | $ 0 | ||||
Debt facilities, maximum borrowing capacity | $ 150,000,000 | ||||
Forecast | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 250,000,000 |
Debt (Estimated Fair Value of Significant Financial Instruments) (Details) - USD ($) $ in Millions |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term debt | $ 412 | $ 312 |
Long-term debt | 5,479 | 4,495 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term debt | 412 | 313 |
Long-term debt | $ 5,658 | $ 4,625 |
Restructuring Costs (Restructuring Activities) (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2017 |
Dec. 31, 2016 |
|
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | $ 93 | $ 93 |
Amounts Accrued | 9 | 44 |
Cash Paid | (25) | (39) |
Other | (3) | (5) |
Liability at end of period | 74 | 93 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 32 | 15 |
Amounts Accrued | 5 | 40 |
Cash Paid | (21) | (22) |
Other | (1) | (1) |
Liability at end of period | 15 | 32 |
Future rent under non-cancelable leases and other costs | ||
Restructuring Reserve [Roll Forward] | ||
Liability at beginning of period | 61 | 78 |
Amounts Accrued | 4 | 4 |
Cash Paid | (4) | (17) |
Other | (2) | (4) |
Liability at end of period | 59 | $ 61 |
Operating Segments | Risk and Insurance Services Segment | Acquisition Related | ||
Restructuring Reserve [Roll Forward] | ||
Amounts Accrued | 4 | |
Operating Segments | Consulting Segment | Acquisition Related | ||
Restructuring Reserve [Roll Forward] | ||
Amounts Accrued | 3 | |
Corporate | Acquisition Related | ||
Restructuring Reserve [Roll Forward] | ||
Amounts Accrued | $ 2 |
Common Stock (Details) - USD ($) shares in Millions |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Nov. 30, 2016 |
|
Equity, Class of Treasury Stock [Line Items] | |||
Payments for repurchase of common stock | $ 200,000,000 | $ 200,000,000 | |
Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common stock repurchased (in shares) | 2.7 | 3.5 | |
Payments for repurchase of common stock | $ 200,000,000 | ||
Share repurchases program, authorized amount (up to) | $ 2,500,000,000.0 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 2,200,000,000 |
Claims, Lawsuits And Other Contingencies (Details) £ in Millions |
Mar. 31, 2017
GBP (£)
|
---|---|
Other Contingencies-Guarantees | |
Loss Contingencies [Line Items] | |
Amount reinsured by third party (up to) | £ 40 |
Segment Information (Selected Information And Details For MMC's Operating Segments) (Details) - USD ($) $ in Millions |
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 3,503 | $ 3,336 | |||||
Operating Income (Loss) | 809 | 733 | |||||
Operating Segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 3,515 | 3,346 | |||||
Operating Income (Loss) | 854 | 780 | |||||
Operating Segments | Risk and Insurance Services Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [1] | 1,989 | 1,868 | ||||
Operating Income (Loss) | 613 | 535 | |||||
Interest on fiduciary funds (less than) | 8 | 6 | |||||
Equity method income | 2 | 1 | |||||
Operating Segments | Consulting Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | 1,526 | 1,478 | ||||
Operating Income (Loss) | 241 | 245 | |||||
Interest on fiduciary funds (less than) | 1 | 1 | |||||
Equity method income | 4 | 4 | |||||
Corporate and Eliminations | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | (12) | (10) | |||||
Operating Income (Loss) | (45) | (47) | |||||
Intersegment Eliminations | Risk and Insurance Services Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 0 | 1 | |||||
Intersegment Eliminations | Consulting Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 12 | $ 9 | |||||
|
Segment Information (Details of Operating Segment Revenue) (Details) - USD ($) $ in Millions |
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 3,503 | $ 3,336 | |||||
Operating Segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 3,515 | 3,346 | |||||
Operating Segments | Risk and Insurance Services Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [1] | 1,989 | 1,868 | ||||
Operating Segments | Risk and Insurance Services Segment | Marsh Insurance Group | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 1,602 | 1,493 | |||||
Operating Segments | Risk and Insurance Services Segment | Guy Carpenter Reinsurance Group | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 387 | 375 | |||||
Operating Segments | Consulting Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | [2] | 1,526 | 1,478 | ||||
Operating Segments | Consulting Segment | Mercer Consulting Group | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 1,077 | 1,039 | |||||
Operating Segments | Consulting Segment | Oliver Wyman Group Consulting Group | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 449 | 439 | |||||
Corporate and Eliminations | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ (12) | $ (10) | |||||
|
New Accounting Guidance - Narrative (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
|
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | $ 44 | $ 18 |
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