Marsh & McLennan Companies, Inc. (MRSH)
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AGM 2016

May 19, 2016

Carey Roberts
Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary, Marsh & McLennan Companies

Roberts. I'm the Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary. Today's meeting is being webcast. If I could ask everyone to turn off your electronic devices so we don't have interference, that would be great. Please note that remarks made by management may include statements relating to future events or results. These are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Please keep in mind that a variety of factors could cause our actual results to differ materially from those statements. We also may make reference to non-GAAP financial measures today. For more information about those, please refer to our SEC filings. With that, I will turn the meeting over to our independent chairman, Lord Lang.

Ian Lang
Independent Chairman, Marsh & McLennan Companies

Good morning. I'm Ian Lang, the independent chairman of Marsh & McLennan Companies. On behalf of the company, its directors, and its officers, welcome, and thank you for coming to our annual meeting of stockholders. Before turning to today's agenda, I'd like to introduce the company's other independent directors. I'll ask them each to stand in turn and be recognized. Óscar Fanjul, Vice Chairman of Omega Capital. Steven Mills, former Executive Vice President, Software and Systems of IBM. Bruce Nolop, former Chief Financial Officer of E*TRADE Financial Corporation. Marc Oken, Managing Partner of Falfurrias Capital Partners and former Chief Financial Officer of Bank of America Corporation. Morton Schapiro, President of Northwestern University. Lloyd Yates, Executive Vice President, Market Solutions, and President, Carolinas Regulated Utilities for Duke Energy. That's a long title. Dave Yost, former President and Chief Executive Officer of AmerisourceBergen.

Ed Hanway, former Chairman and CEO of Cigna Corporation. As you know, ladies and gentlemen, I'm retiring from the board at the end of this meeting. The board has selected Ed to succeed me as chair. I'm delighted to endorse that appointment and to congratulate Ed, who I am sure will be a brilliant chairman. Two of our independent directors, Hélène Ploix, a Senior Advisor to China International Capital Corporation (US), and Maria Silvia Bastos Marques, who was recently appointed President of Brazil's State Development Bank, BNDES, are both unfortunately unable to attend the meeting today. Dan Glaser also joins me here on stage. In addition to being the company's President and CEO, Dan is also a member of the board of directors. Ed Morrissey of Deloitte & Touche is also in attendance.

Deloitte & Touche is the company's independent registered public accounting firm. Ed is available to answer questions during the Q&A session later in the program. I hereby call the 2016 annual meeting of the stockholders to order. After proceeding with the formal part of the meeting, we will announce the preliminary voting results. Dan will speak about the company, following which he will open the floor to questions. Please save any questions you might have until that time. We have received affidavits confirming the distribution of the 2015 annual report, the 2016 notice of annual meeting and proxy statement, and voting instructions to stockholders of record on March the 21st, 2016. The list of registered stockholders eligible to vote at this meeting is available for inspection by any stockholder at the sign-in table.

Representatives of Broadridge have been appointed to serve as inspectors of election for this meeting and have taken their inspector's oath. The inspectors have reported that 469,247,459 shares, approximately 90% of the shares issued, outstanding, and entitled to vote, were represented at the beginning of this meeting. This constitutes a majority of the outstanding shares entitled to vote, and therefore a quorum is present for the transaction of business. We're meeting today to vote on the matters described in the 2016 proxy statement. Voting will take place on these matters after they are presented. The first order of business is the election of the nominees listed in the proxy statement to serve as directors with terms expiring in 2017. No other nominations were submitted to the company. The company has a majority voting standard in case of director elections that, like today's, are uncontested.

Accordingly, each nominee must receive a majority of the votes cast with respect to his or her nomination in order to be elected to the board. The second item on the agenda, commonly known as say on pay, enables our stockholders to approve by a non-binding vote the compensation of our named executive officers, as disclosed in the 2016 proxy statement. The third item on the agenda calls for the stockholders to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2016. The audit company previously approved this appointment. The polls are now open. Stockholders present who have already voted by proxy need not vote again unless they wish to change their vote. If you still have a proxy card, please give it to an inspector of election. Will the inspectors please identify themselves?

An inspector will furnish a ballot to any stockholder or stockholder representative who wishes to vote in person. Please raise your hand if you wish to vote in person, and we will provide you with a ballot. I see no hands being raised. The polls are now closed. Will the inspectors please collect any ballots? The preliminary tally based on votes cast as of the start of this meeting shows the following results. With regard to item one, a majority of shares voted were voted in favor of each of the director nominees, and thus they have all been elected. For item two, a majority of the shares present or represented and entitled to vote have voted in favor. Thus, stockholders have approved, on an advisory basis, the compensation of the company's named executive officers.

Finally, for item three, a majority of the shares present or represented and entitled to vote have voted in favor. Thus, the appointment of Deloitte & Touche as the company's independent auditors for 2016 has been ratified. The Inspectors of Election will provide a final certified report of the vote following the meeting. That report will become a part of the record of this meeting and is not expected to affect the outcome of the voting announced today. A summary of the outcome of the vote will be posted to the company's website, and details of the final voting results will be filed with the SEC.

Before I adjourn the formal part of the annual meeting, I would like to announce that earlier this morning, the board declared a dividend of $0.34 per share on outstanding common stock, payable on August 15th, 2016, to stockholders of record on July the 11th, 2016. That concludes my duties as your chairman. I thank you for the honor of chairing this magnificent company for the past five years. The formal part of Marsh & McLennan Companies' 2016 annual meeting is now adjourned. It gives me great pleasure to turn the floor over to Dan Glaser.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Thank you, Ian. Good morning, everyone. Thank you for joining us today. This is the fourth annual shareholders meeting at which I've had the honor of speaking with you as CEO of this great company. More than anything, Marsh & McLennan Companies is a people business. It's the quality of our colleagues that truly differentiates us. On that note, I would like to start by introducing you to the members of our Executive Committee. I'm going to ask each of them to stand as I call their names. Peter Zaffino, Chairman of our Risk and Insurance Services segment, which comprises Marsh & Guy Carpenter. Peter is also the CEO of Marsh. Alex Moczarski, CEO of Guy Carpenter and Chairman of MMC International. Julio Portalatin, CEO of Mercer. Scott McDonald, CEO of Oliver Wyman. Peter Beshar, General Counsel. Scott Gilbert, Chief Information Officer.

Laurie Ledford, Chief Human Resources Officer, and Mark McGivney, Chief Financial Officer. John Doyle, President of Marsh, is unable to be with us today. We are happy to have him as a new member of our Executive Committee. I would also like to recognize Lord Lang, a distinguished gentleman who's well-known to the regular attendees of this meeting. Ian's keen intellect, humor, and global perspective have added tremendous value to our company over the span of nearly two decades, including, most recently, a five-year tenure as our Independent Chairman. Ian has gone to great lengths to make the board more accessible to our colleagues by participating in numerous town halls around the world, everywhere from London to San Francisco to Shanghai. As Ian mentioned, he is stepping down from our board today, having reached our mandatory retirement age.

Ian, we are profoundly grateful for your service. Thank you for your many contributions to Marsh & McLennan. Please join me in thanking Ian. Joining Ian on this special day are his wife, Sandra, and his daughter, Venetia. A heartfelt thanks to Ian's family for sharing him with us for all of these years, and we wish you all the best in your next chapter. At this time, I would like to extend congratulations to Ed Hanway, our new Independent Chairman. Ed joined our board in 2010 following a remarkable run as Chairman and CEO of the Cigna Corporation. Ed will lead our board going forward and will serve on our compensation, finance, and directors and governance committees. I look forward to working with Ed for years to come. Of course, that's more up to him than me.

Marsh & McLennan has the privilege and the responsibility of helping our clients grapple with complex challenges. 2015 certainly saw our share of challenges, including volatile financial markets, geopolitical tension, increased regulation, evolving cyber risks, and the list goes on. We continue to see examples of disruption and discontinuity that impact almost all businesses. In this increasingly dynamic and uncertain environment, our areas of strength, risk, strategy, and people have never been more relevant, and we've never been more proud of the work that we do. Our collective efforts contribute meaningfully to the advancement of society. In my view, the insurance industry plays a vital role in spurring economic growth, the taking of risk, and innovation. It enables commerce to thrive. Satellites are launched, skyscrapers are built, medicines are invented.

As insurance markets continue to evolve, our firm's deep expertise and broad capabilities are even more important as clients seek a trusted advisor to help them navigate uncertainty to find opportunity. Similarly, our consulting businesses are at the heart of reshaping financial services, healthcare, transportation, and other critical industries. We are helping businesses develop the global workforce of the future while empowering individuals to make informed decisions about their health, wealth, and careers. We're guiding our clients through global volatility and changing strategic and regulatory environments around the world to enable them to make better decisions and create greater value. Marsh & McLennan's broad, diverse geographic footprint is a distinct strength and an important driver of our long-term growth, and we are well established in most large, diversified economies.

Our vast network positions us strategically in virtually all emerging markets and growth economies, which presents tremendous opportunities for us now and into the future. Put it all together and you get an exceptional company, one that makes a positive impact on the businesses, people, and societies we serve by providing guidance and support during critical moments. A powerful purpose that unites us all at Marsh & McLennan. Though we live in challenging times, I am confident that our extraordinary people, cohesive culture, and unwavering commitment to finding a smarter way will fuel our firm's long-term growth. Speaking of long-term growth, Marsh & McLennan delivered robust financial results in 2015, our seventh consecutive year of strong performance. Revenue in 2015 was $13 billion, with underlying revenue growth of 4% generated by healthy increases at all four operating companies. Adjusted operating income rose 5% to $2.5 billion.

Our consolidated margin accelerated 100 basis points to 19.1%, our highest level in more than a decade. Net income attributable to the company was $2.98 per share, an increase of 12%, and adjusted earnings per share grew 8% to a record $3.05, all despite major foreign exchange headwinds. In 2015, we delivered on each of the commitments we made to shareholders at our investor day in 2014. We continued to grow adjusted EPS at a long-term CAGR of 13%. On a constant currency basis, our adjusted EPS grew 14.5%. We increased our annual dividend by double digits, 11.3%, actually, and we decreased our share count for the second straight year. Bottom line, Marsh & McLennan delivered another year of robust financial performance in 2015.

Our first quarter results marked a strong start to 2016, and results were consistent with our plan to generate strong EPS growth for the year, with underlying revenue growth and margin expansion in both segments. As we continue to execute against our plan to deliver long-term growth and value to our shareholders, we will always strive to conduct our business consistent with the highest legal, ethical, and professional standards. I'd like to thank our 60,000 colleagues for their hard work and professionalism, our clients for the trust that they place in us each day, and our investors for their continued support. We are always in the market for investors who support our balanced approach to delivering strong financial performance today while investing for our future. Thank you for your time today. I would be happy to take your questions.

Carey Roberts
Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary, Marsh & McLennan Companies

We have

Dan Glaser
President and CEO, Marsh & McLennan Companies

I think there's a microphone working its way toward you, I believe.

Carey Roberts
Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary, Marsh & McLennan Companies

Okay. Can someone bring a microphone?

Glenn Chatel
Shareholder, Private Investor

A pre-adult kid already told me this is what I

Dan Glaser
President and CEO, Marsh & McLennan Companies

Okay.

Carey Roberts
Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary, Marsh & McLennan Companies

Yes.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Yeah, here's a microphone right there.

Glenn Chatel
Shareholder, Private Investor

Oh, thank you.

Dan Glaser
President and CEO, Marsh & McLennan Companies

There you go.

Glenn Chatel
Shareholder, Private Investor

While I'm holding this, hold on, please. Thank you, everybody. Appreciate being here. My first annual stockholders' meeting. I was lucky to meet Lord Lang, who's retiring. My name is Glenn Chatel. I live in Arlington, D.C. I am here to ask, excuse me, that the board of directors and Marsh executives, not at today's meeting, approved giving the approximately 13,000 retirees currently receiving defined benefit pensions a cost of living increase. We do not receive that now. I get $6,311 a year for the last nine years. I'm doing this not really just for me. Really, it's not for me. It's for the 13,000 fellow colleagues. Marsh & McLennan company is a wonderful company. I worked in the associations division for nearly 17 years, and I'm very proud to have worked for Marsh.

Marsh & McLennan paid 100% of my tuition, books, and fees to get my MBA in finance and investments from George Washington University. It's a great company. Before I worked at Marsh, I worked for 13 years for New York Life in Manhattan. I began working at Marsh in the McGraw-Hill Building for what was then called Smith-Sternau Organization, Inc. I was hired as a staff writer for all the account executives. At one time, I believe we had 12 in the Washington, D.C. office.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Mr. Chatel?

Glenn Chatel
Shareholder, Private Investor

Yes.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Can you hear me? Please.

Glenn Chatel
Shareholder, Private Investor

I have to do this, please. I know you got a meeting after this. I wrote it down. Let me be quick. I will be quick.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Do you have another question?

Glenn Chatel
Shareholder, Private Investor

Look, the pension fund is over-funded big time, okay? Depending how you count it's got over $4.2 billion in assets, right?

Dan Glaser
President and CEO, Marsh & McLennan Companies

Sir, do you have another question?

Glenn Chatel
Shareholder, Private Investor

This is my question. Excuse me, President Glaser. It's not even really a question in a sense. I would like on next year's proxy, I could do this, I could communicate this with Carey Roberts, that it be considered, because we're only paying in the 2014 annual report for the pension fund, the 5,500, which I have. I got it.

Dan Glaser
President and CEO, Marsh & McLennan Companies

I-

Glenn Chatel
Shareholder, Private Investor

You paid like 100 and What is it?

Dan Glaser
President and CEO, Marsh & McLennan Companies

Excuse me, Mr. Chatel. Excuse me.

Glenn Chatel
Shareholder, Private Investor

Yes.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Let me reply to your questions.

Glenn Chatel
Shareholder, Private Investor

Sure.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Let me start by saying, I sincerely thank you for the service that you've given to the company for the 17-

Glenn Chatel
Shareholder, Private Investor

I made a lot of money for Marsh over the years. A lot. The health care business, the research analyst, request for proposals doctor.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Sir.

Glenn Chatel
Shareholder, Private Investor

We all did.

Dan Glaser
President and CEO, Marsh & McLennan Companies

This is our annual meeting. You get to ask questions.

Glenn Chatel
Shareholder, Private Investor

The board did not?

Dan Glaser
President and CEO, Marsh & McLennan Companies

I get to answer questions.

Glenn Chatel
Shareholder, Private Investor

What do you think?

Dan Glaser
President and CEO, Marsh & McLennan Companies

You.

Glenn Chatel
Shareholder, Private Investor

Do you think the board executive offices will consider the over-funded well over 100%? You got it.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Excuse me. Can I try to reply to your question?

Glenn Chatel
Shareholder, Private Investor

Yes, please.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Okay. You asked two questions. One, whether we would pay a cost of living adjustment on retiree pension plans, and your second question, if I gather, was a thought about our over-funded status of our U.S. pension plan.

Glenn Chatel
Shareholder, Private Investor

Defined benefit.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Defined benefit pension plan. Exactly. Let me address both of those questions. First of all, I would inform you that our U.S. defined benefit pension plan, in fact, is not over-funded.

Glenn Chatel
Shareholder, Private Investor

Agreed.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Secondly, the U.S. retirement pension plan, defined benefit pension plan, does not have a condition to provide cost of living increases.

Glenn Chatel
Shareholder, Private Investor

It could be changed.

Dan Glaser
President and CEO, Marsh & McLennan Companies

We do not intend at this time to pay cost of living increases at this point in time.

Glenn Chatel
Shareholder, Private Investor

I would please, I would really please like the members of the board of directors. Frankly, I'd like to be on the board of directors sometime, and I can actually go I read all the information.

Carey Roberts
Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary, Marsh & McLennan Companies

I'm happy to talk to you. I'm happy to talk to you about that.

Glenn Chatel
Shareholder, Private Investor

I'd like to run next year. The point is that these things could be changed. Look, at least $4.2 billion in assets, and frankly, what you sent out, the two-page summary is misleading. All it says really is assets, liabilities. It does not break down the liabilities. It is very well-funded. Like I said, you paid, I think, $167 million to the retirees.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Sir, do you have another question?

Glenn Chatel
Shareholder, Private Investor

This is basically a thought.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Excuse me. Do you have another question?

Glenn Chatel
Shareholder, Private Investor

That's my only question.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Okay. Thank you. Next question, please.

Glenn Chatel
Shareholder, Private Investor

Next question. Do we have any other questions? Thank you for listening to me, President.

Dan Glaser
President and CEO, Marsh & McLennan Companies

You're welcome.

Glenn Chatel
Shareholder, Private Investor

We could talk another time about.

Dan Glaser
President and CEO, Marsh & McLennan Companies

We have another question in the back of the room.

Glenn Chatel
Shareholder, Private Investor

Thanks.

Joe Francola
Shareholder, Private Investor

Joe Francola, shareholder. Been here many years before. My question is for Lord Lang. There must be a mistake. You cannot be retiring because of age, because from here you look no older than 39. I do want to remind you, sir, that there's a 74-year-old man from Brooklyn running for president of the United States.

Ian Lang
Independent Chairman, Marsh & McLennan Companies

Is that your question, sir?

Joe Francola
Shareholder, Private Investor

Well, I think so.

Ian Lang
Independent Chairman, Marsh & McLennan Companies

Sadly, I wasn't born in the United States, and I gather that would be an impediment, so I have no plans to do so. Thank you for your compliment.

Joe Francola
Shareholder, Private Investor

Okay.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Are there any other questions? I don't believe there's any other questions, Carey.

Carey Roberts
Deputy General Counsel, Chief Compliance Officer, and Corporate Secretary, Marsh & McLennan Companies

I think that concludes today's meeting. Thank you very much.

Dan Glaser
President and CEO, Marsh & McLennan Companies

Thank you.