0000062709-95-000007.txt : 19950815
0000062709-95-000007.hdr.sgml : 19950815
ACCESSION NUMBER: 0000062709-95-000007
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 19950630
FILED AS OF DATE: 19950814
SROS: NYSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MARSH & MCLENNAN COMPANIES INC
CENTRAL INDEX KEY: 0000062709
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 362668272
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05998
FILM NUMBER: 95562272
BUSINESS ADDRESS:
STREET 1: 1166 AVE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2123455000
MAIL ADDRESS:
STREET 1: 1166 AVE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: MARLENNAN CORP
DATE OF NAME CHANGE: 19760505
10-Q
1
SECOND QUARTER FILING
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For quarter ended June 30, 1995
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
(212) 345-5000
Commission file number 1-5998
State of Incorporation: Delaware
I.R.S. Employer Identification No. 36-2668272
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X . NO .
As of July 31, 1995, there were outstanding 72,612,572
shares of common stock, par value $1.00 per share, of the
registrant.
PART I, FINANCIAL INFORMATION
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share figures)
(Unaudited)
Three Months Six Months Ended
Ended June 30, June 30,
1995 1994 1995 1994*
Revenue $935.2 $840.5 $1,890.4 $1,750.7
Expense 760.3 676.7 1,501.9 1,358.5
Operating Income 174.9 163.8 388.5 392.2
Interest Income 4.4 3.0 8.5 5.9
Interest Expense (16.8) (12.3) (31.5) (23.9)
Income Before Income Taxes
and Cumulative Effect of
Accounting Change 162.5 154.5 365.5 374.2
Income Taxes 60.7 58.8 138.9 147.8
Income Before Cumulative
Effect of Accounting
Change 101.8 95.7 226.6 226.4
Cumulative Effect of
Accounting Change, Net of
Income Tax Benefit - - - (10.5)
Net Income $101.8 $ 95.7 $ 226.6 $ 215.9
Per Share Data:
Income Before Cumulative
Effect of Accounting
Change $1.40 $1.30 $3.11 $3.07
Cumulative Effect of
Accounting Change - - - (.14)
Net Income $1.40 $1.30 $3.11 $2.93
Average Number of
Shares Outstanding 72.8 73.7 72.9 73.8
Dividends Declared $.725 $.725 $1.45 $1.40
* Reflects the adoption, effective January 1, 1994, of SFAS No.
112, "Employers' Accounting for Postemployment Benefits."
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
(Unaudited)
June 30, December 31,
1995 1994
ASSETS
Current assets:
Cash and cash equivalents
(including interest-bearing amounts
of $304.1 at June 30, 1995 and
$265.6 at December 31, 1994) $ 342.8 $ 294.9
Receivables-
Commissions and fees 826.3 692.3
Advanced premiums and claims 75.1 78.0
Consumer finance and other 221.0 229.6
1,122.4 999.9
Less-allowance for doubtful accounts (48.3) (44.9)
Net receivables 1,074.1 955.0
Other current assets 196.1 196.1
Total current assets 1,613.0 1,446.0
Consumer finance receivables, net 159.5 150.4
Long-term securities 326.9 282.8
Fixed assets, net 756.9 740.3
(net of accumulated depreciation and
amortization of $626.8 at June 30, 1995
and $574.5 at December 31, 1994)
Intangible assets 748.6 701.0
Other assets 542.7 510.1
$4,147.6 $3,830.6
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
(Unaudited)
June 30, December 31,
1995 1994
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 573.9 $ 403.0
Accrued compensation and employee benefits 178.3 220.8
Accounts payable and accrued liabilities 466.1 496.7
Accrued income taxes 245.5 218.7
Dividends payable 52.6 53.1
Total current liabilities 1,516.4 1,392.3
Fiduciary liabilities 1,890.4 1,652.1
Less - cash and investments held in
a fiduciary capacity (1,890.4) (1,652.1)
- -
Long-term debt 411.1 409.4
Other liabilities 603.2 568.3
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $1 par value, authorized
6,000,000 shares, none issued - -
Common stock, $1 par value, authorized
200,000,000 shares, issued 76,794,531
shares at June 30, 1995 and
December 31, 1994 76.8 76.8
Additional paid-in capital 164.7 166.1
Retained earnings 1,628.8 1,507.7
Unrealized securities holding gains,
net of income taxes 124.5 91.6
Cumulative translation adjustments (55.7) (105.4)
1,939.1 1,736.8
Less - treasury shares, at cost,
4,152,387 shares at June 30, 1995 and
3,594,342 shares at December 31, 1994 (322.2) (276.2)
Total stockholders' equity 1,616.9 1,460.6
$4,147.6 $3,830.6
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)
Six Months Ended
June 30,
1995 1994
Operating cash flows:
Net income $226.6 $215.9
Depreciation and amortization 65.3 59.4
Deferred income taxes 27.0 26.1
Other liabilities (1.4) (5.8)
Cumulative effect of accounting change - 10.5
Prepaid dealer commissions (37.5) (93.7)
Other, net (10.5) (1.6)
Net changes in operating working capital
other than cash and cash equivalents -
Receivables (113.5) (54.7)
Other current assets 16.7 (18.2)
Accrued compensation and employee benefits (43.5) (9.9)
Accounts payable and accrued liabilities (21.3) 22.8
Accrued income taxes 4.5 (4.9)
Effect of exchange rate changes (7.0) 7.8
Net cash generated from operations 105.4 153.7
Financing cash flows:
Net change in debt 174.1 97.0
Purchase of treasury shares (67.2) (63.7)
Issuance of common stock 18.6 19.5
Dividends paid (105.9) (99.7)
Other, net (8.0) (12.0)
Net cash provided by (used for)
financing activities 11.6 (58.9)
Investing cash flows:
Additions to fixed assets (69.6) (53.3)
Acquisitions (6.6) (3.8)
Other, net (1.5) (23.7)
Net cash used for investing activities (77.7) (80.8)
Effect of exchange rate changes on cash
and cash equivalents 8.6 5.3
Increase in cash & cash equivalents 47.9 19.3
Cash & cash equivalents at beginning of period 294.9 332.0
Cash & cash equivalents at end of period $342.8 $351.3
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated financial statements included herein have
been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to
such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented
not misleading. These consolidated financial statements
should be read in conjunction with the financial statements
and the notes thereto included in the Company's latest annual
report on Form 10-K.
The financial information contained herein reflects all
adjustments which are, in the opinion of management, necessary
for a fair presentation of the results of operations for the
three and six month periods ended June 30, 1995 and 1994.
2. Fiduciary Cash 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 are held in a fiduciary capacity.
Interest income on these fiduciary funds, included in revenue,
amounted to $50.3 million and $35.2 million for the six months
ended June 30, 1995 and 1994, respectively.
Net uncollected premiums and claims and the related payables
amounting to $3.2 billion at June 30, 1995 and $2.8 billion at
December 31, 1994, are not included in the accompanying
Consolidated Balance Sheets.
3. Net Income Per Share
Net income per share is computed by dividing net income by the
average number of shares of common stock outstanding. Common
stock equivalents (relating principally to stock
options), which have been excluded from the calculation
because their dilutive effect is immaterial, are shown below
for the three and six month periods ended June 30, 1995 and
1994.
(In millions of shares)
Three Months Six Months Ended
Ended June 30, June 30,
1995 1994 1995 1994
Primary .8 .8 .7 .8
Fully Diluted .8 .8 .8 .8
4. Supplemental Disclosure to the Consolidated Statements
of Cash Flows
The following schedule provides additional information
concerning acquisitions:
Six Months Ended
June 30,
(In millions of dollars) 1995 1994
Purchase acquisitions:
Assets acquired, excluding cash $21.3 $3.8
Liabilities assumed (8.2) -
Issuance of debt and other
obligations (6.5) -
Net cash outflow for acquisitions $ 6.6 $3.8
The following schedule provides details of changes in the
Company's short-term and long-term debt. Although a portion
of the Company's commercial paper borrowings is classified as
long-term debt in the Consolidated Balance Sheets, borrowings
and repayments of commercial paper are shown below based on
original maturities.
Six Months Ended
June 30,
(In millions of dollars) 1995 1994
Net change in debt with maturities
of three months or less $(275.8) $333.1
Borrowings with maturities
over three months 457.9 47.6
Repayments of debt with maturities
over three months (8.0) (283.7)
Net increase in debt $ 174.1 $ 97.0
Interest paid during the six months ended June 30, 1995 and
1994 was $37.8 million and $22.3 million, respectively.
Income taxes paid during the six months ended June 30, 1995
and 1994 were $115.2 million and $128.9 million, respectively.
5. Income Taxes
Taxing authorities periodically challenge positions taken by
the Company on its tax returns. On the basis of present
information and advice received from counsel, it is the
opinion of the Company's management that any assessments
resulting from current tax audits will not have a material
adverse effect on the Company's consolidated results of
operations or its consolidated financial position.
6. Claims, Lawsuits and Other Contingencies
The Company and its subsidiaries are subject to claims and
lawsuits that arise in the ordinary course of business,
consisting principally of alleged errors and omissions in
connection with the placement of insurance or reinsurance and
in rendering consulting and investment services. Some of
these claims and lawsuits seek damages, including punitive
damages, in amounts which could, if assessed, be significant.
Among these is a group of claims relating to reinsurance
contracts placed by reinsurance broking subsidiaries of the
Company that were called into question by certain reinsurers.
In general, these contracts concern so-called run-off
exposures under which reinsurers assumed some or all remaining
liability for claims against Lloyd's syndicates or other
London insurers on policies, typically written in the past
over a period of many years and sometimes without aggregate
limits. The initial disputes, primarily between reinsurers
and cedants, concerned these contracts, and have largely been
resolved by negotiation, arbitration or litigation. More
recently, related disputes, including litigation, have arisen
or been deferred by agreement between the members of
syndicates, their underwriting and members' names agencies
and, in some cases, subsidiaries of the Company. The
syndicate members have experienced significant and continuing
losses on policies, some of which were the subject of run-off
reinsurance contracts that have been voided or compromised.
The Company believes that its subsidiaries performed their
reinsurance broking services in conformity with accepted and
customary practices in the London market.
Subsidiaries of the Company in the course of their consulting
and insurance activities advised certain clients in connection
with their purchase of guaranteed investment contracts and
annuities issued by Executive Life Insurance Company, which is
currently being rehabilitated under the supervision of the
California Insurance Department. Some of those clients as
well as the Company's subsidiaries have been or may be subject
to claims or lawsuits relating to losses in connection with
those investments. In some instances, the subsidiaries have
entered into agreements extending the time in which possible
claims may be asserted against them, or have engaged in
negotiating the deferral or resolution of claims and
litigation. The Company believes that its subsidiaries acted
in a proper and professional manner in connection with these
matters.
On the basis of present information, available insurance
coverage and advice received from counsel, it is the opinion
of the Company's management that the disposition or ultimate
determination of these claims and lawsuits will not have a
material adverse effect on the Company's consolidated results
of operations or its consolidated financial position.
7. Cumulative Effect of Accounting Changes
Effective January 1, 1994, the Company adopted SFAS No. 112
"Employers' Accounting for Postemployment Benefits," which
requires the Company to accrue for the cost of certain
benefits provided to former or inactive employees after
employment but before retirement. The cumulative effect of
adopting this standard resulted in a noncash charge, net of
income taxes, of $10.5 million or $.14 per share.
8. Reclassification
Certain reclassifications have been made to the prior year
financial statements to conform with the current year
presentation.
Marsh & McLennan Companies, Inc. and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Second Quarter And Six Months Ended June 30, 1995
General
Marsh & McLennan Companies, Inc. and Subsidiaries (the "Company")
is a professional services firm with insurance services, consulting
and investment management businesses. More than 25,000 employees
provide analysis, advice and transactional capabilities to clients
worldwide.
This management's discussion and analysis of financial condition
and results of operations should be read in conjunction with the
Company's latest annual report on Form 10-K.
The consolidated results of operations follow:
Second Quarter Six Months
(In millions of dollars) 1995 1994 1995 1994
Revenue:
Insurance Services $488.3 $459.9 $1,029.7 $ 993.0
Consulting 265.9 230.5 515.5 452.9
Investment Management 181.0 150.1 345.2 304.8
935.2 840.5 1,890.4 1,750.7
Expense:
Compensation and Benefits 471.0 424.5 945.7 857.1
Other Operating Expenses 289.3 252.2 556.2 501.4
760.3 676.7 1,501.9 1,358.5
Operating Income $174.9 $163.8 $ 388.5 $ 392.2
Operating Income Margin 18.7% 19.5% 20.6% 22.4%
Revenue, derived mainly from commissions and fees, rose 11% from
the second quarter of 1994 and grew by 8% for the six months,
driven principally by strong demand for the Company's consulting
services and increased revenue in the investment management segment
attributable to higher assets under management.
Operating expenses rose 12% in the second quarter of 1995 and 11%
for the six months due, in large part, to ongoing systems
automation initiatives in the insurance services and consulting
operations, and the impact of staff growth in the investment
management and consulting segments commensurate with the higher
volume of business.
The translated values of revenue and expense from the Company's
international insurance services and consulting operations are
affected by fluctuations in currency exchange rates. The generally
weaker U.S. dollar had the effect of increasing both revenue and
expense levels in the second quarter and first six months of 1995;
however, the net impact of these fluctuations on the Company's
results of operations has not been material.
Insurance Services
Second Quarter Six Months
(In millions of dollars) 1995 1994 1995 1994
Revenue:
Insurance Broking $323.3 $306.7 $ 670.8 $648.2
Reinsurance Broking 63.4 59.7 158.8 164.2
Insurance Program
Management 76.1 75.2 149.8 145.4
Interest Income on
Fiduciary Funds 25.5 18.3 50.3 35.2
488.3 459.9 1,029.7 993.0
Expense 394.2 362.3 782.1 729.0
Operating Income $ 94.1 $ 97.6 $ 247.6 $264.0
Operating Income Margin 19.3% 21.2% 24.0% 26.6%
Insurance Broking Revenue
Insurance broking revenue, received from a predominantly corporate
clientele, increased 5% from the second quarter of 1994 and 3% for
the six months. Excluding the impact of foreign exchange
fluctuations, second quarter 1995 insurance broking revenue
increased approximately 3% from the same period of 1994. Client
revenue increased in the second quarter primarily due to new
business growth in Canada, Continental Europe, Australia and New
Zealand. In the United States, property premium rates were
essentially stable with the exception of coastal and catastrophe
prone regions where rates increased. The casualty market
experienced renewal rates that were generally down on a year-over-
year basis. The Company does not expect market conditions to
change significantly in the near term.
Reinsurance Broking Revenue
Reinsurance broking revenue increased 6% in the second quarter of
1995. However, after eliminating the impact of the generally
weaker U.S. dollar, revenue was essentially the same as the second
quarter of 1994. Premium rates for property catastrophe and
liability reinsurance continue to decline. The Company expects
these market conditions to remain the same for the near term. For
the first six months of 1995 reinsurance broking revenue decreased
3% compared with the same period of 1994.
Insurance Program Management Revenue
Insurance program management revenue increased 1% from the second
quarter of 1994. Revenue for Seabury & Smith, which operates
primarily in North America, increased 6% from 1994. This growth
was primarily the result of increased services provided to
corporations and institutions and their employees, increased
insurance placed on behalf of small businesses, higher revenue from
professional liability products in the United States and the
acquisition of a U.K.-based company that specializes in providing
professional liability insurance products. Revenue for Frizzell
Group Limited, which operates in the United Kingdom, decreased 4%
in the second quarter of 1995 as the market for motor and household
insurance services remains extremely competitive. For the six
months, insurance program management revenue increased 3% compared
with 1994.
Interest Income on Fiduciary Funds
Interest income on fiduciary funds increased 40% in the second
quarter of 1995 and 43% for the six months due to higher average
short-term interest rates, particularly in North America and the
United Kingdom.
Expense
Insurance services expenses increased 9% in the second quarter and
7% for the first six months of the year compared with the same
period of 1994. These increases primarily reflect the impact of
the generally weaker dollar and ongoing spending for technology and
systems automation initiatives. The Company is in the process of
developing several major systems aimed at placing insurance
electronically and providing extensive information to clients.
These initiatives are part of the Company's long-term commitment to
enhance service through technology.
Consulting
Second Quarter Six Months
(In millions of dollars) 1995 1994 1995 1994
Revenue $265.9 $230.5 $515.5 $452.9
Expense 234.9 204.1 463.3 405.6
Operating Income $ 31.0 $ 26.4 $ 52.2 $ 47.3
Operating Income Margin 11.7% 11.4% 10.1% 10.4%
Revenue
Consulting services revenue increased 15% in 1995 compared with the
second quarter of 1994 and grew 14% for the six months. After
adjusting for the impact of several small acquisitions and the
generally weaker U.S. dollar, revenue grew 11% during the quarter
as demand for services in all major practices increased. Revenue
rose 23% in general management consulting, 23% in the global
compensation practice and 11% in health care consulting during the
second quarter of 1995. Retirement consulting revenue, which
represented 44% of the consulting segment, grew 4% in the second
quarter reflecting higher demand in the United States, Continental
Europe and Latin America.
Expense
Consulting services expenses increased 15% in the second quarter of
1995 and 14% for the six months partly due to the impact of
acquisitions and the generally weaker U.S. dollar. Excluding the
effect of these items, expenses for the second quarter grew
approximately 11%. The increase reflects higher staff levels
consistent with increased demand for worldwide consulting services
and systems-related expenses associated with initiatives to expand
and increase the efficiency of administrative services provided in
the United States. Costs relating to these initiatives are
expected to continue for the remainder of the year.
Investment Management
Second Quarter Six Months
(In millions of dollars) 1995 1994 1995 1994
Revenue $181.0 $150.1 $345.2 $304.8
Expense 120.2 100.7 235.4 202.4
Operating Income $ 60.8 $ 49.4 $109.8 $102.4
Operating Income Margin 33.6% 32.9% 31.8% 33.6%
Revenue
Putnam's revenue increased 21% compared with the second quarter of
1994 and 13% for the six months reflecting continued growth in the
level of assets under management on which management fees are
earned. The higher asset level reflects substantially higher
equity market valuations and the impact of institutional and mutual
fund sales.
Expense
Putnam's expenses rose 19% in the second quarter of 1995 and 16%
for the six months reflecting staff growth consistent with a higher
volume of business, normal salary progressions and increased
service-related costs including a new client service center that
became operational in the second half of 1994.
Quarter-end and average assets under management for the second
quarter are presented below:
(In billions of dollars) 1995 1994
Mutual Funds:
Domestic Equity $ 34.7 $22.8
Taxable Bond 24.5 24.1
Tax-Free Income 16.1 16.1
International Equity 3.0 2.4
78.3 65.4
Institutional Accounts:
Fixed Income 19.6 18.7
Domestic Equity 8.2 6.0
International Equity 3.0 2.0
30.8 26.7
Quarter-end Assets $109.1 $92.1
Average Assets $106.1 $91.3
Assets under management are affected by fluctuations in bond and
stock market prices, by investments and withdrawals for current and
new fund shareholders and clients, by the development of new
investment products, and by investment performance and service to
clients. Revenue levels are sensitive to all of the factors above,
but in particular, to significant changes in bond and stock market
valuations.
At the end of the second quarter, investments in fixed income
products represented 55% of assets under management, down from 64%
in 1994, while assets held in equity securities increased to 45%
from 36%. This shift reflects efforts on the part of Putnam to
better balance the mix of assets under management between equity
and fixed income products, an increase in equity market valuations
and investors' preference for equity products.
Interest
Interest income earned on corporate funds was $4.4 million in the
second quarter of 1995 compared with $3.0 million in 1994 and
increased 44% for the six months primarily due to interest rate
increases in North America and the United Kingdom. Interest
expense increased to $16.8 million in the second quarter of 1995
from $12.3 million in 1994 due to an increase in commercial paper
borrowings and higher average interest rates on those borrowings.
The higher level of commercial paper borrowings reflected, in part,
the Company's share repurchase program. For the six months,
interest expense increased to $31.5 million from $23.9 million in
1994.
Income Taxes
The Company's consolidated tax rates were 37.4% and 38.0% of income
before income taxes in the second quarter and six months of 1995
compared with 38.1% and 39.5%, respectively for the comparable
periods of 1994. The reduction in the 1995 tax rate reflects the
implementation of tax minimization strategies, primarily relating
to the Company's non-U.S. operations. The overall tax rates are
higher than the U.S. statutory rates primarily because of the
impact of state and local income taxes.
Liquidity and Capital Resources
The Company's cash and cash equivalents aggregated $342.8 million
on June 30, 1995, compared with $294.9 million on December 31,
1994. In the six months ended June 30, 1995, the Company generated
$105.4 million of cash from operations compared with $153.7 million
in 1994. The cash requirements for working capital increased in
the second quarter of 1995 reflecting the higher volume of business
primarily in the consulting and investment management segments.
Cash flow from operations includes the net cash requirements of
Putnam's prepaid dealer commissions, which amounted to $37.5
million for the six months compared with $93.7 million during the
same period of 1994. The long-term portion of these prepaid dealer
commissions is included in other assets in the Consolidated Balance
Sheets.
The Company's capital expenditures, which amounted to $69.6 million
in the first six months of 1995 and $53.3 million in 1994, were
primarily related to computer equipment purchases and the
refurbishing and modernizing of office facilities.
The other liabilities in the Consolidated Balance Sheets, which
totaled $603.2 million on June 30, 1995 and $568.3 million on
December 31, 1994, include the Company's long-term pension
liability, reserves related to the Company's professional liability
insurance program, and the postretirement liability for certain
health care and life insurance benefits.
PART II, OTHER INFORMATION
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
INFORMATION REQUIRED FOR FORM 10-Q QUARTERLY REPORT
JUNE 30, 1995
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Registrant was
held on May 16, 1995. Represented at the Meeting, at
which stockholders took the following actions, were
60,360,971 shares or 82.9% of the Registrant's 72,837,801
shares of common stock outstanding and entitled to vote:
1. Each of the seven nominees for election as
directors received at least 59,878,928 or 99.2% of
the shares represented at the meeting. They are
Lewis W. Bernard, Richard H. Blum, Frank J.
Borelli, Ray J. Groves, Richard E. Heckert, Robert
M. G. Husson and George Putnam. The remaining
directors continuing in office are: Robert
Clements, Peter Coster, Richard S. Hickok, David D.
Holbrook, Lawrence J. Lasser, Richard M. Morrow,
John T. Sinnott, Adele Smith Simmons, A.J.C. Smith,
Frank J. Tasco, R. J. Ventres and Philip L.
Wroughton.
2. Stockholders approved the Directors Stock
Compensation Plan with a vote of 56,846,100 or
94.2% of the shares represented (3,024,923 opposing
and 489,948 abstaining).
3. Deloitte & Touche LLP was ratified as the
Registrant's independent public accountants for the
year ending December 31, 1995, by a vote of
60,012,308 or 99.4% of the shares represented
(216,496 opposing and 132,167 abstaining).
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
None.
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to
be signed this 14th day of August, 1995 on its behalf by
the undersigned, thereunto duly authorized and in the
capacity indicated.
MARSH & McLENNAN COMPANIES, INC.
By:/s/FRANK J. BORELLI
Senior Vice President and
Chief Financial Officer
EX-27
2
5
6-MOS
DEC-31-1995
JUN-30-1995
342,800,000
0
1,122,400,000
48,300,000
0
1,613,000,000
1,383,700,000
626,800,000
4,147,600,000
1,516,400,000
411,100,000
76,800,000
0
0
1,540,100,000
4,147,600,000
0
1,890,400,000
0
1,501,900,000
0
0
31,500,000
365,500,000
138,900,000
226,600,000
0
0
0
226,600,000
3.11
3.11