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, 1996
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, 1996, there were outstanding 72,145,672 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,
1996 1995 1996 1995
Revenue $1,036.8 $935.2 $2,107.5 $1,890.4
Expense 843.5 760.3 1,671.7 1,501.9
Operating Income 193.3 174.9 435.8 388.5
Interest Income 3.5 4.4 7.0 8.5
Interest Expense (15.9) (16.8) (31.1) (31.5)
Income Before Income Taxes 180.9 162.5 411.7 365.5
Income Taxes 65.7 60.7 153.4 138.9
Net Income $ 115.2 $101.8 $ 258.3 $ 226.6
Net Income Per Share $1.58 $1.40 $3.54 $3.11
Average Number of
Shares Outstanding 73.0 72.8 72.9 72.9
Dividends Declared $.80 $.725 $1.60 $1.45
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
(Unaudited)
June 30, December 31,
1996 1995
ASSETS
Current assets:
Cash and cash equivalents
(including interest-bearing amounts
of $317.1 at June 30, 1996 and
$290.4 at December 31, 1995) $ 338.8 $ 328.1
Receivables-
Commissions and fees 961.0 830.5
Advanced premiums and claims 76.7 78.8
Consumer finance and other 84.4 271.5
1,122.1 1,180.8
Less-allowance for doubtful accounts (45.2) (48.3)
Net receivables 1,076.9 1,132.5
Other current assets 254.5 218.5
Total current assets 1,670.2 1,679.1
Consumer finance receivables, net - 151.3
Long-term securities 463.1 411.8
Fixed assets, net 729.3 757.5
(net of accumulated depreciation and
amortization of $658.1 at June 30, 1996
and $638.5 at December 31, 1995)
Intangible assets 553.0 729.7
Other assets 778.6 600.1
$4,194.2 $4,329.5
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
(Unaudited)
June 30, December 31,
1996 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 336.0 $ 571.1
Accrued compensation and employee benefits 259.5 257.4
Accounts payable and accrued liabilities 432.9 485.4
Accrued income taxes 207.9 197.4
Dividends payable 57.9 58.2
Total current liabilities 1,294.2 1,569.5
Fiduciary liabilities 1,796.3 1,672.6
Less - cash and investments held in
a fiduciary capacity (1,796.3) (1,672.6)
- -
Long-term debt 409.5 410.6
Other liabilities 678.6 683.9
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, 1996 and
December 31, 1995 76.8 76.8
Additional paid-in capital 156.1 155.5
Retained earnings 1,830.3 1,688.4
Unrealized securities holding gains,
net of income taxes 175.3 149.2
Cumulative translation adjustments (101.3) (86.7)
2,137.2 1,983.2
Less - treasury shares, at cost,
3,996,753 shares at June 30, 1996 and
4,020,742 shares at December 31, 1995 (325.3) (317.7)
Total stockholders' equity 1,811.9 1,665.5
$4,194.2 $4,329.5
MARSH & McLENNAN COMPANIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)
Six Months Ended
June 30,
1996 1995
Operating cash flows:
Net income $258.3 $226.6
Gain on sale of business (33.2) -
Unusual charges 33.4 -
Depreciation and amortization 69.2 65.3
Deferred income taxes 29.4 27.0
Other liabilities 23.3 (1.4)
Prepaid dealer commissions (193.5) (37.5)
Other, net (4.1) (10.5)
Net changes in operating working capital
other than cash and cash equivalents -
Receivables (86.5) (113.5)
Other current assets 6.6 16.7
Accrued compensation and employee benefits 5.1 (43.5)
Accounts payable and accrued liabilities (15.3) (21.3)
Accrued income taxes 11.1 4.5
Effect of exchange rate changes 1.9 (7.0)
Net cash generated from operations 105.7 105.4
Financing cash flows:
Net change in debt (105.7) 174.1
Purchase of treasury shares (50.8) (67.2)
Issuance of common stock 38.0 18.6
Dividends paid (116.5) (105.9)
Other, net 2.4 (8.0)
Net cash provided by (used for)
financing activities (231.6) 11.6
Investing cash flows:
Additions to fixed assets (60.3) (69.6)
Proceeds from sale of business,
net of cash sold 241.8 -
Acquisitions (1.1) (6.6)
Other, net (41.0) (1.5)
Net cash provided by (used for)
investing activities 139.4 (77.7)
Effect of exchange rate changes on cash
and cash equivalents (2.8) 8.6
Increase in cash & cash equivalents 10.7 47.9
Cash & cash equivalents at beginning of period 328.1 294.9
Cash & cash equivalents at end of period $338.8 $342.8
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, 1996 and 1995.
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 $45.8 million and $50.3 million for the six months
ended June 30, 1996 and 1995, respectively.
Net uncollected premiums and claims and the related payables
amounting to $3.6 billion at June 30, 1996 and $3.1 billion at
December 31, 1995, 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, 1996 and 1995.
(In millions of shares)
Three Months Six Months Ended
Ended June 30, June 30,
1996 1995 1996 1995
Primary 1.2 .8 1.1 .7
Fully Diluted 1.3 .8 1.3 .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) 1996 1995
Purchase acquisitions:
Assets acquired, excluding cash $1.1 $21.3
Liabilities assumed - (8.2)
Issuance of debt and other
obligations - (6.5)
Net cash outflow for acquisitions $1.1 $ 6.6
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) 1996 1995
Net change in debt with maturities
of three months or less $(217.4) $(275.8)
Borrowings with maturities
over three months 310.5 457.9
Repayments of debt with maturities
over three months (197.8) (8.0)
Net (decrease) increase in debt $(104.7) $174.1
Interest paid during the six months ended June 30, 1996 and
1995 was $31.3 million and $37.8 million, respectively.
Income taxes paid during the six months ended June 30, 1996
and 1995 were $111.5 million and $115.2 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. 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
in rehabilitation under the supervision of the California
Insurance Department. Some of those clients as well as the
Company's subsidiaries have been or may be involved in 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. New Accounting Standard
In October 1995, the Financial Accounting Standards Board
issued SFAS No. 123 "Accounting for Stock-Based Compensation,"
which is effective for fiscal years beginning after December
15, 1995. In accordance with the statement, the Company will
provide new footnote disclosures in its 1996 annual report
presenting pro forma net income and earnings per share amounts
as if employee stock options had been expensed based on their
estimated fair value on the grant date, determined by using
certain option pricing models.
8. Unusual Items
In June of 1996, the Company completed the sale of The
Frizzell Group Ltd. for approximately $290 million. Second
quarter results include a $33.2 million pretax gain on the
sale which was offset by non-recurring charges totaling
$33.4 million, representing a $15.5 million provision related
to the London market, a $10 million goodwill write-off
primarily attributable to a U.K. reinsurance operation and a
$7.9 million provision for various real estate matters. These
amounts are included in Expense in the Consolidated Statements
of Income.
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, 1996
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) 1996 1995 1996 1995
Revenue:
Insurance Services $ 478.1 $488.3 $1,033.6 $1,029.7
Consulting 293.3 265.9 570.2 515.5
Investment Management 265.4 181.0 503.7 345.2
1,036.8 935.2 2,107.5 1,890.4
Expense:
Compensation and Benefits 549.5 471.0 1,088.8 945.7
Other Operating Expenses 293.8 289.3 582.7 556.2
Unusual Charge, net .2 - .2 -
843.5 760.3 1,671.7 1,501.9
Operating Income $ 193.3 $174.9 $ 435.8 $ 388.5
Operating Income Margin 18.6% 18.7% 20.7% 20.6%
Revenue, derived mainly from commissions and fees, rose 11% from
the second quarter of 1995 and also grew by 11% for the six months,
driven principally by increased revenue in the investment
management segment, which was largely attributable to higher assets
under management. In addition, demand for the Company's consulting
services remained strong.
Operating expenses rose 11% in the second quarter of 1996 and 11%
for the six months primarily due to increased incentive
compensation levels particularly within the investment management
segment and to a lesser degree within the consulting segment.
Volume-related costs, including those associated with higher staff
levels, grew for both investment management and consulting as a
result of the increased level of business activity.
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. However, the
net impact of these fluctuations on the Company's results of
operations has not been material.
In October 1995, the Financial Accounting Standards Board issued
SFAS No. 123, "Accounting for Stock-Based Compensation," which is
effective for fiscal years beginning after December 15, 1995. In
accordance with the statement, the Company will provide new
footnote disclosures in its 1996 annual report presenting pro forma
net income and earnings per share amounts as if employee stock
options had been expensed based on their estimated fair value on
the grant date, determined by using certain option pricing models.
Insurance Services
Second Quarter Six Months
(In millions of dollars) 1996 1995 1996 1995
Revenue:
Insurance Broking $329.8 $323.3 $ 700.9 $ 670.8
Reinsurance Broking 54.3 63.4 141.9 158.8
Insurance Program
Management 71.7 76.1 145.0 149.8
Interest Income on
Fiduciary Funds 22.3 25.5 45.8 50.3
478.1 488.3 1,033.6 1,029.7
Expense 390.2 394.2 789.2 782.1
Operating Income $ 87.9 $ 94.1 $ 244.4 $ 247.6
Operating Income Margin 18.4% 19.3% 23.6% 24.0%
Insurance Broking Revenue
Insurance broking revenue, received from a predominantly corporate
clientele, increased 2% from the second quarter of 1995 and 4% for
the six months. Second quarter results reflect an increase in
direct insurance broking revenue of 4% partially offset by lower
revenue from Marsh & McLennan Risk Capital related activities.
Client revenue rose primarily due to an increase in certain global
specialty operations and new business growth in Europe. In the
United States, commercial property premium rates declined somewhat
and the casualty market experienced renewal rates which 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 decreased 14% in the second quarter of
1996. This decline was primarily due to the consolidation of
various U.S. and U.K. insurance companies which had the effect of
reducing their global reinsurance demands, the impact of lower
property catastrophe premium rates, and reduced revenue from Marsh
& McLennan Risk Capital related activities. The Company expects
reinsurance demand and premium rates to remain unchanged for the
balance of the year. For the first six months of 1996 reinsurance
broking revenue decreased 11% compared with the same period of
1995.
Insurance Program Management Revenue
Insurance program management revenue decreased 6% from the second
quarter of 1995 due to the sale of The Frizzell Group Limited
("Frizzell") in June 1996. Revenue for Seabury & Smith, which will
comprise the whole of Program Management subsequent to the sale of
Frizzell, increased 7% from the second quarter of 1995 and 6% for
the six months. This growth was largely the result of increased
services provided to corporations and institutions and their
employees along with increased insurance placed on behalf of small
businesses. Revenue for Frizzell reflected results for the two
months of the quarter prior to its sale and, correspondingly,
showed a decline of 20% in the second quarter of 1996. For the six
months, insurance program management revenue decreased 3% compared
with 1995.
Interest Income on Fiduciary Funds
Interest income on fiduciary funds decreased 13% in the second
quarter of 1996 and 9% for the six months due to generally lower
average short-term interest rates particularly in North America and
Continental Europe.
Expense
Insurance services expenses decreased 1% from the second quarter of
1995 primarily due to the impact of the sale of Frizzell as results
reflect only two months of expenses in the second quarter. For the
six months insurance services expenses increased 1% compared with
1995.
Unusual Charge, net
In June of 1996, the Company completed the sale of Frizzell for
approximately $290 million. Second quarter results include a $33.2
million pretax gain on the sale which was offset by non-recurring
charges totaling $33.4 million, representing a $15.5 million
provision related to the London market, a $10 million goodwill
write-off largely attributable to a U.K. reinsurance operation and
a $7.9 million provision for various real estate matters.
Consulting
Second Quarter Six Months
(In millions of dollars) 1996 1995 1996 1995
Revenue $293.3 $265.9 $570.2 $515.5
Expense 259.0 234.9 511.6 463.3
Operating Income $ 34.3 $ 31.0 $ 58.6 $ 52.2
Operating Income Margin 11.7% 11.7% 10.3% 10.1%
Revenue
Consulting services revenue increased 10% in 1996 compared with the
second quarter of 1995 and grew 11% for the six months as demand
for services in all major practices increased. Retirement
consulting revenue, which represented 44% of the consulting
segment, grew 10% for the six months reflecting higher demand in
North America, Continental Europe and Latin America. Revenue rose
15% in the global compensation practice, 13% in general management
consulting and 9% in health care consulting during the first six
months of 1996.
Expense
Consulting services expenses increased 10% for both the second
quarter of 1996 and the six months. The increase reflects the
impact of staff growth to support new business, higher incentive
compensation and normal salary progressions.
Investment Management
Second Quarter Six Months
(In millions of dollars) 1996 1995 1996 1995
Revenue $265.4 $181.0 $503.7 $345.2
Expense 185.9 120.2 350.7 235.4
Operating Income $ 79.5 $ 60.8 $153.0 $109.8
Operating Income Margin 30.0% 33.6% 30.4% 31.8%
Revenue
Putnam's revenue increased 47% compared with the second quarter of
1995 and 46% for the six months reflecting exceptional growth in
the level of assets under management on which management fees are
earned. The higher asset level reflects a record level of mutual
fund sales, higher equity market valuations and new 401(k)
business.
Expense
Putnam's expenses rose 55% in the second quarter of 1996 and 49%
for the six months reflecting the effect of significantly higher
incentive compensation levels, staff growth to support new
business, and increased costs resulting from the higher level of
business activity.
Quarter-end and average assets under management for the second
quarter are presented below:
(In billions of dollars) 1996 1995
Mutual Funds:
Domestic Equity $ 64.8 $ 34.7
Taxable Bond 26.8 24.5
Tax-Free Income 16.2 16.1
International Equity 5.7 3.0
113.5 78.3
Institutional Accounts:
Fixed Income 18.7 19.6
Domestic Equity 11.5 8.2
International Equity 5.1 3.0
35.3 30.8
Quarter-end Assets $148.8 $109.1
Average Assets $143.7 $106.1
Assets under management are affected by fluctuations in domestic
and international bond and stock market prices, by the level of
investments and withdrawals for current and new fund shareholders
and clients, by the development and marketing 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.
Putnam provides individual and institutional investors with a broad
range of equity and fixed income investment products and services
designed to meet varying investment objectives. At the end of the
second quarter, assets held in equity securities represented 58% of
assets under management, compared with 45% in 1995, while
investments in fixed income products represented 42%, compared with
55% last year.
Interest
Interest income earned on corporate funds declined to $3.5 million
in the second quarter of 1996 compared with $4.4 million in 1995
and decreased 18% for the six months primarily due to generally
lower yields worldwide.
Interest expense decreased to $15.9 million in the second quarter
of 1996 from $16.8 million in 1995. This decline was primarily due
to lower average interest rates on commercial paper borrowings.
However, the average level of commercial paper borrowings during
the period was higher than the comparable period of 1995
principally due to the funding of Putnam's prepaid dealer
commissions as Putnam sold a record level of funds. The debt level
was reduced in June as proceeds from the Frizzell transaction were
applied against outstanding commercial paper borrowings. For the
six months, interest expense decreased to $31.1 million from $31.5
million in 1995.
Income Taxes
The Company's consolidated tax rates were 36.3% and 37.25% of
income before income taxes in the second quarter and six months of
1996 compared with 37.4% and 38.0%, respectively, for the
comparable periods of 1995. The reduction in the 1996 tax rate
reflects the continued implementation of tax minimization
strategies around the world. 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 $338.8 million
on June 30, 1996, compared with $328.1 million on December 31,
1995. In the six months ended June 30, 1996, the Company generated
$105.7 million of cash from operations compared with $105.4 million
in 1995.
Cash flow from operations includes the net cash requirements of
Putnam's prepaid dealer commissions, which amounted to $193.5
million for the six months compared with $37.5 million during the
same period of 1995. 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 $60.3 million
in the first six months of 1996 and $69.6 million in 1995, were
primarily related to computer equipment purchases and the
refurbishing and modernizing of office facilities.
As previously mentioned, the Company sold Frizzell for
approximately $290 million in June of 1996. Subsequent to the
disposition, the Company has accelerated its share repurchases
under the three million share authorization approved in September
1995.
The other liabilities in the Consolidated Balance Sheets, which
totaled $678.6 million on June 30, 1996 and $683.9 million on
December 31, 1995, 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, 1996
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Registrant was
held on May 21, 1996. Represented at the Meeting, at
which stockholders took the following actions, were
62,391,735 shares or 85.7 percent of the Registrant's
72,788,615 shares of common stock outstanding and
entitled to vote:
1. Each of the seven nominees for election as
directors received at least 59,769,592 or 95.8
percent of the shares represented at the meeting.
They are Robert Clements, Robert F. Erburu, Jeffrey
W. Greenberg, Richard S. Hickok, David D. Holbrook,
Adele Smith Simmons and A.J.C. Smith. The
remaining directors continuing in office are:
Lewis W. Bernard, Richard H. Blum, Frank J.
Borelli, Peter Coster, Ray J. Groves, Lawrence J.
Lasser, Richard M. Morrow, George Putnam, John T.
Sinnott, Frank J. Tasco and R. J. Ventres. Philip
L. Wroughton, who retired as vice chairman of Marsh
& McLennan Companies in June 1996, did not stand
for reelection to the board while Richard E.
Heckert and Robert M.G. Husson retired from the
board. Richard E. Heckert will serve as an
advisory director of Marsh & McLennan Companies.
2. Stockholders approved an amendment to the Marsh
& McLennan Companies Stock Investment Plan with
a vote of 60,315,871 or 96.7 percent of the
shares represented (1,086,063 opposing and 989,801
abstaining).
3. Deloitte & Touche LLP was ratified as the Company's
independent public accountants for the year ending
December 31, 1996, by a vote of 62,054,486 or 99.5
percent of the shares represented (193,672 opposing
and 143,577 abstaining).
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
A report on Form 8-K dated June 5, 1996 was
filed by the registrant in connection with the
disposition of The Frizzell Group Limited.
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, 1996 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