8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 3, 2010

Marsh & McLennan Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-5998	36-2668272
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1166 Avenue of the Americas,

New York, NY 10036

(Address of Principal Executive Offices) (Zip Code)

(212) 345-5000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 3, 2010, Marsh & McLennan Companies, Inc. (“MMC”) completed the previously reported sale (the “Stock Sale”) to Altegrity, Inc. (“Altegrity”) of 100% of the issued and outstanding shares of MMC’s indirect wholly-owned subsidiary, Kroll Inc. (together with its direct or indirect subsidiaries, “Kroll”) pursuant to the terms of the Stock Purchase Agreement, dated as of June 6, 2010 (the “Purchase Agreement”), by and between MMC and Altegrity. There are no material relationships between MMC or its affiliates and Altegrity, other than in respect of the Stock Sale.

MMC received net cash proceeds at the closing of the Stock Sale of approximately $1.13 billion, before taking into account a preliminary adjustment based on Kroll’s estimated working capital at closing.

MMC classified Kroll as a discontinued operation in the second quarter of 2010. This classification is reflected in MMC’s unaudited consolidated income statements for the three month periods ended June 30, 2010 and 2009, as set forth in MMC’s Quarterly Report Form 10-Q for the three and six months ended June 30, 2010. MMC’s unaudited pro forma consolidated financial statements and related descriptions of pro-forma adjustments and notes are attached as Exhibit 99.1 hereto. This pro forma information is intended to provide investors with information about how the Stock Sale might have affected MMC’s historical financial position and results of operations.

The foregoing summary of certain terms of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to MMC’s Quarterly Report on Form 10-Q for the three months ended June 30, 2010, and is incorporated herein by reference.

Item 8.01 Other Events

On August 3, 2010, MMC issued a press release announcing the closing of the Stock Sale. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial statements of Marsh & McLennan Companies, Inc. specified in Article 11 of Regulation S-X are attached as Exhibit 99.1.

(d)   Exhibits

99.1	Marsh & McLennan Companies, Inc. Unaudited Pro Forma Consolidated Financial Statements.
99.2	Press Release, dated August 3, 2010.

2

SIGNATURES

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

	MARSH & McLENNAN COMPANIES, INC.
Date: August 9, 2010	By:	/s/    LUCIANA FATO
		Name:	Luciana Fato
		Title:	Deputy General Counsel & Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Marsh & McLennan Companies, Inc. Unaudited Pro Forma Consolidated Financial Statements.
99.2	Press Release, dated August 3, 2010.

4

EX-99.1

Exhibit 99.1

Marsh & McLennan Companies, Inc.

Note to Unaudited Pro Form Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited pro forma financial information reflects the impact of the dispositions of Kroll Inc. and Kroll Laboratory Specialists (“Kroll”) on MMC’s operating results. The unaudited pro forma balance sheet as of March 31, 2010 is based on historical statements of MMC as of March 31, 2010, adjusted to reflect the impact of the disposition of the Kroll operations as if it had occurred on March 31, 2010. The unaudited pro forma statements of operations for the three months ended March 31, 2010 and the fiscal year ended December 31, 2009 are based on the historical financial statements of MMC for such periods after giving effect to the Kroll disposition as if it had occurred on January 1, 2009. The unaudited pro forma financial information should be read in conjunction with MMC’s consolidated financial statements and notes thereto contained in MMC’s 2009 Annual Report of Form 10-K filed on February 26, 2010, and MMC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed on May 7, 2010.

The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the transactions occurred on the respective date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Three-Months Ended March 31, 2010

(In millions, except per share figures)

(Unaudited)

	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	2,795		$	(160	)	$	2,635
Expense:
Compensation and Benefits		1,650			(75	)		1,575
Other Operating Expenses		706			(71	)		635
Goodwill Impairment Charge		—						—
Total Expense		2,356			(146	)		2,210
Operating Income		439			(14	)		425
Interest Income		4						4
Interest Expense		(60	)					(60	)
Investment Income (Loss)		8						8
Income Before Income Taxes		391			(14	)		377
Income Tax Expense		117			(14	)		103
Income From Continuing Operations		274			—			274
Less: Income Attributable to Non Controlling Interest		4			—			4
Income From Continuing Operations Attributable to MMC	$	270		$	—		$	270
Income From Continuing Operations Per Share
Basic	$	0.50					$	0.50
Fully Diluted	$	0.49					$	0.49
Average Number of Shares Outstanding
Basic		533						533
Fully Diluted		536						536
Shares Outstanding at 12/31		541						541

(1) Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Year Ended December 31, 2009

(In millions, except per share figures)

(Unaudited)

	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	10,493		$	(662	)	$	9,831
Expense:
Compensation and Benefits		6,484			(302	)		6,182
Other Operating Expenses		3,185			(314	)		2,871
Goodwill Impairment Charge		315			(315	)		—
Total Expense		9,984			(931	)		9,053
Operating Income		509			269			778
Interest Income		17						17
Interest Expense		(241	)					(241	)
Investment Income (Loss)		(2	)					(2	)
Income Before Income Taxes		283			269			552
Income Tax Expense		41			(20	)		21
Income From Continuing Operations		242			289			531
Less: Income Attributable to Non Controlling Interest		15			(1	)		14
Income From Continuing Operations Attributable to MMC	$	227		$	290		$	517
Income From Continuing Operations Per Share
Basic	$	0.43					$	0.97
Fully Diluted	$	0.43					$	0.96
Average Number of Shares Outstanding
Basic		522						522
Fully Diluted		524						524
Shares Outstanding at 12/31		530						530

(1) Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Year Ended December 31, 2008

(In millions, except per share figures)

(Unaudited)

	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	11,518		$	(788	)	$	10,730
Expense:
Compensation and Benefits		7,181			(351	)		6,830
Other Operating Expenses		3,549			(328	)		3,212
Goodwill Impairment Charge		540			(540	)		—
Total Expense		11,270			(1,219	)		10,051
Operating Income		248			431			679
Interest Income		48			-1			47
Interest Expense		(220	)					(220	)
Investment Income (Loss)		(12	)					(12	)
Income Before Income Taxes		64			430			494
Income Tax Expense		133			(20	)		113
Income (Loss) From Continuing Operations		(69	)		450			381
Less: Income Attributable to Non Controlling Interest		11						11
Income (Loss) From Continuing Operations Attributable to MMC	$	(80	)	$	450		$	370
Income (Loss) From Continuing Operations Per Share
Basic	$	(0.14	)				$	0.70
Fully Diluted	$	(0.15	)				$	0.70
Average Number of Shares Outstanding
Basic		514						514
Fully Diluted		514						515
Shares Outstanding at 12/31		514						514

(1) Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Statements of Income

Year Ended December 31, 2007

(In millions, except per share figures)

(Unaudited)

	MMC As Reported			Kroll Disposition (1)			MMC Pro Forma
Revenue	$	11,135		$	(758	)	$	10,377
Expense:
Compensation and Benefits		6,937			(367	)		6,570
Other Operating Expenses		3,344			(301	)		3,043
Goodwill Impairment Charge		—			—			—
Total Expense		10,281			(668	)		9,613
Operating Income		854			(90	)		764
Interest Income		95			0			95
Interest Expense		(267	)		1			(266	)
Investment Income (Loss)		173						173
Income Before Income Taxes		855			(89	)		766
Income Tax Expense		298			(20	)		278
Income From Continuing Operations		557			(69	)		488
Less: Income Attributable to Non Controlling Interest		14			—			14
Income From Continuing Operations Attributable to MMC	$	543		$	(69	)	$	474
Income From Continuing Operations Per Share
Basic	$	0.98					$	0.86
Fully Diluted	$	0.98					$	0.85
Average Number of Shares Outstanding
Basic		539						539
Fully Diluted		542						542
Shares Outstanding at 12/31		520						520

(1) Adjustment to eliminate operating results of Kroll and Kroll Laboratory Specialists.

Marsh & McLennan Companies, Inc.

Pro Forma Consolidated Balance Sheet

March 31, 2010

(In millions)

(Unaudited)

	MMC As Reported			Kroll Disposition (1)			Pro-forma Adjustments			MMC Pro-Forma
ASSETS
Current assets:
Cash and cash equivalents	$	1,167		$			$	1,092	(2)	$	2,259
Net receivables		2,935			(134	)		265	(3)		3,066
Other current assets		490			(12	)					478
Total current assets		4,592			(146	)		1,357			5,803
Goodwill and intangible assets		7,250			(861	)					6,389
Fixed assets, net		920			(92	)					828
Pension-related Assets		140									140
Deferred tax Assets		1,096			(20	)					1,076
Other assets		964			(14	)					950
TOTAL ASSETS	$	14,962		$	(1,133	)	$	1,357		$	15,186
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	558		$			$			$	558
Accounts payable and accrued liabilities		1,870			(61	)					1,809
Accrued compensation and employee benefits		637			(22	)					615
Accrued income taxes		—			—						—
Dividends payable		109									109
Total current liabilities		3,174			(83	)					3,091
Fiduciary liabilities		3,909									3,909
Less—cash and investments held in a fiduciary capacity		(3,909	)								(3,909	)
		—									—
Long-term debt		3,032									3,032
Pension, postretirement and postemployment benefits		1,163			(2	)					1,161
Liabilities for errors and omissions		517									517
Other liabilities		1,062			(2	)					1,060
Common stock		561									561
Additional paid-in capital		1,109									1,109
Retained earnings		7,062			(1,056	)		1,357	(2,3)		7,363
Accumulated other comprehensive loss		(2,246	)		10						(2,236	)
Non-controlling interest		37									37
		6,523			(1,046	)		1,357			6,834
Less: Treasury shares, at cost		(509	)								(509	)
Total stockholders’ equity		6,014			(1,046	)		1,357			6,325
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,962		$	(1,133	)	$	1,357		$	15,186

(1) Adjustment to eliminate the Kroll balance sheet at March 31, 2010. This excludes approximately $400 million of cash and intercompany balances that were settled with MMC and its subsidiaries and certain investments and other receivables that have been transferred to MMC.

(2) Adjustment to reflect the cash proceeds on the sale of Kroll, including an estimated working capital adjustment, net of transaction expenses of approximately $50 million (i.e., investment banking fees, legal fees, audit fees, etc.).

(3) Adjustment for the estimated tax benefit from the disposal of Kroll.

EX-99.2

Exhibit 99.2

Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036-2774 212 345 5000 Fax 212 345 4838 www.mmc.com

News Release

Media Contact: Christine Walton MMC 212 345 0675 christine.walton@mmc.com Investor Contact: Mike Bischoff MMC 212 345 5470 jmichael.bischoff@mmc.com

MMC COMPLETES SALE OF KROLL TO ALTEGRITY

NEW YORK, August 3, 2010—Marsh & McLennan Companies, Inc. (MMC) announced today that it has completed the sale of Kroll Inc. to Altegrity, Inc, an international screening and security solutions company owned by global private equity firm Providence Equity Partners. The sale agreement was originally announced on June 7, 2010.

Under the terms of the agreement, MMC sold Kroll to Altegrity in an all-cash transaction valued at $1.13 billion.

MMC is a global professional services firm providing advice and solutions in the areas of risk, strategy and human capital. It is the parent company of a number of the world’s leading risk experts and specialty consultants, including Marsh, the insurance broker and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the provider of HR and related financial advice and services; and Oliver Wyman, the management consultancy. With over 50,000 employees worldwide and annual revenue of $10 billion, MMC provides analysis, advice and transactional capabilities to clients in more than 100 countries. Its stock (ticker symbol: MMC) is listed on the New York, Chicago and London stock exchanges. MMC’s website address is www.mmc.com.