Obligation MarshMcLennan 5.75% ( US571748AP73 ) en USD

MarshMcLennan

100 % ⇌

Etas-Unis

US571748AP73 ( en USD )

5.75% par an ( paiement semestriel )

15/09/2015 - Obligation échue

Prospectus brochure de l'obligation Marsh & McLennan US571748AP73 en USD 5.75%, échue

2 000 USD

750 000 000 USD

571748AP7

NR

NR

Marsh & McLennan Companies (MMC) est une société mondiale de services professionnels offrant des services de courtage d'assurance, de gestion des risques, de conseil et de solutions de réassurance à travers ses quatre principales divisions : Marsh, Guy Carpenter, Mercer et Oliver Wyman.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748AP73, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2015

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748AP73, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748AP73, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 c36719_424b2.htm
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-108566
Prospectus Supplement
September 13, 2005
(To Prospectus Dated September 16, 2003)
$1,300,000,000

Marsh & McLennan Companies, Inc.
$550,000,000 5.15% Senior Notes due 2010
$750,000,000 5.75% Senior Notes due 2015
____________

We will pay interest on the 5.15% Senior Notes due 2010 (the "Notes Due 2010") on March 15 and
September 15 of each year, beginning on March 15, 2006. The Notes Due 2010 will mature on September 15,
2010. We will pay interest on the 5.75% Senior Notes due 2015 (the "Notes Due 2015" and, together with Notes
Due 2010, the "Notes") on March 15 and September 15 of each year, beginning on March 15, 2006. The Notes
Due 2015 will mature on September 15, 2015. At our option, we may redeem the Notes in whole or in part at any
time and from time to time before their maturity at the redemption price described herein under "Description of
Notes--Optional Redemption."
The Notes will be senior unsecured obligations of our company and will rank equally with all of our other
senior unsecured indebtedness from time to time outstanding.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-2.

Per Note

Per Note

Due 2010
Total

Due 2015

Total
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Public offering price (1)

99.874 % $
549,307,000
99.752 % $
748,140,000
Underwriting discount

0.350 %
$
1,925,000
0.450 %
$
3,375,000
Proceeds to the Company

(before expenses)(1)

99.524 %
$
547,382,000
99.302 %
$
744,765,000
(1) Plus accrued interest, if any, from September 16, 2005, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form through the facilities of The Depository Trust
Company, including for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System and
Clearstream Banking, société anonyme, on or about September 16, 2005.
Global Coordinators and Joint Book-Running Managers
Citigroup

Goldman, Sachs & Co.
Joint Book-Running Managers

Banc of America Securities
Deutsche Bank
Merrill Lynch &
UBS Investment
LLC
Securities
Co.

Bank
Co-Managers
Wells Fargo
ABN Incorporated
Morgan Stanley
Scotia Capital

Securities
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No person is authorized to give any information or to represent anything not contained in this prospectus
supplement or the accompanying prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement and the accompanying prospectus are an offer to sell only the Notes,
but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
prospectus supplement or the accompanying prospectus, as well as information previously filed with the
Securities and Exchange Commission and incorporated by reference, is current only as of the date of such
information. Our business, financial condition, results of operations and prospects may have changed since that
date.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our," and "MMC"
are to Marsh & McLennan Companies, Inc., except where the context otherwise requires.

TABLE OF CONTENTS

Prospectus Supplement

Page
The Company

S-1
Incorporation of Certain Documents By Reference

S-1
Risk Factors

S-2
Information Concerning Forward-Looking Statements

S-7
Use of Proceeds

S-8
Ratio of Earnings to Fixed Charges

S-8
Description of Notes

S-9
Underwriting

S-15
Legal Matters

S-18
Experts

S-18

Prospectus

Page
About This Prospectus

3
Marsh & McLennan Companies, Inc.

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Securities

4
Description of Capital Stock

4
Description of Debt Securities

9
Plan of Distribution

12
Where You Can Find More Information

13
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Information Concerning Forward-Looking Statements

14
Legal Opinions

15
Experts

15
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THE COMPANY
MMC is a professional services firm. MMC's subsidiaries include Marsh Inc., the world's largest risk and
insurance services firm; Kroll Inc., the world's leading risk consulting company; Mercer Inc., a major global
provider of consulting services; and Putnam Investments, one of the largest investment management companies
in the United States. Approximately 60,000 employees worldwide provide analysis, advice and transactional
capabilities to clients in over 100 countries.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows MMC to "incorporate by reference" the information it files with the SEC. This permits MMC
to disclose important information to you by referencing these filed documents, including MMC's annual,
quarterly and current reports, which are considered part of this prospectus supplement and the accompanying
prospectus. Information that MMC files later with the SEC will automatically update and supersede this
information.
We incorporate by reference the documents set forth below that MMC previously filed with the SEC and any
future filings made with the SEC until the offering of all the Notes has been completed. These documents contain
important information about MMC and its finances.
SEC Filings
Date Filed with the SEC
Annual Report on Form 10-K for the Year ended December 31, 2004
March 9, 2005
Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005
May 6, 2005
Quarterly Report on Form 10-Q for the Quarter ended June 30, 2005
August 9, 2005
Current Reports on Form 8-K
January 31, 2005, February 28,

2005, March 21, 2005, April 8,

2005, April 15, 2005, May 23,

2005, May 26, 2005, May 31,

2005, June 30, 2005, July 29,

2005, August 15, 2005, August

22, 2005, September 9, 2005

and September 12, 2005
MMC will provide without charge, upon written or oral request, a copy of any or all of the documents which
are incorporated by reference in this prospectus supplement and the accompanying prospectus, other than
exhibits which are specifically incorporated by reference into those documents. Requests should be directed to
Investor Relations, Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas, New York, New York
10036-2774 (telephone number (212) 345-5000). The information found on our website and the websites of our
operating companies is not a part of this prospectus supplement or the accompanying prospectus.
S-1
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RISK FACTORS
In considering whether to purchase Notes, you should carefully consider all the information we have included
or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risks
described below. The risks and uncertainties described below are not the only ones facing MMC and its
subsidiaries. Additional risks and uncertainties, not presently known to us or otherwise, may also impair our
business operations. If any of the risks described below or such other risks actually occur, our business, financial
condition or results of operations could be materially and adversely affected.
Legal and regulatory proceedings by federal and state regulators and law enforcement authorities
concerning MMC and certain of its subsidiaries, particularly our insurance and reinsurance brokerage
operations, as well as class actions, derivative actions and individual suits brought by policyholders and
shareholders, may have a material adverse effect on our business, financial condition and results of
operations.
In October 2004, the Office of the New York State Attorney General (the "NYAG") filed a civil complaint in
New York State court against MMC and Marsh Inc. asserting claims under New York law for fraudulent business
practices, antitrust violations, securities fraud, unjust enrichment, and common law fraud relating to Marsh's
broker compensation arrangements, including in particular Marsh's compensation under market service
agreements. Also in October 2004, the New York State Insurance Department (the "NYSID") issued a citation
ordering MMC and a number of its subsidiaries and affiliates that hold New York insurance licenses to appear at
a hearing and show cause why regulatory action should not be taken against them. This citation, which also
related to Marsh's broker compensation arrangements, charged the respondents with the use of fraudulent,
coercive and dishonest practices; violations of the New York General Business Law relating to contracts or
agreements for monopoly or in restraint of trade; and violations of the New York Insurance Law that resulted
from unfair methods of competition and unfair or deceptive acts or practices. On January 30, 2005, MMC and
Marsh entered into an agreement with the NYAG and the NYSID to settle the NYAG lawsuit and the NYSID
citation (the "Settlement Agreement"). Pursuant to the Settlement Agreement, we agreed to establish a fund of
$850 million, payable over four years, for eligible Marsh policyholder clients. In 2004, we recorded a charge for
the full amount of this fund and on June 1, 2005 we made our first payment into the fund, in the amount of $255
million. Clients eligible to receive a distribution from the fund have until September 20, 2005 to request a
distribution.
The Settlement Agreement does not resolve any investigation, proceeding or action commenced by the
NYAG or the NYSID against any of our former or current employees. Since the filing of the NYAG lawsuit,
eight former Marsh employees have pled guilty to criminal charges relating to the matters under investigation.
The NYAG has stated that additional charges and guilty pleas involving Marsh personnel and others are
imminent.
Notwithstanding the Settlement Agreement, numerous other lawsuits have been commenced against us, one
or more of our subsidiaries, and our current and former directors and officers, relating to matters alleged in the
NYAG lawsuit. Numerous putative class action suits purportedly brought on behalf of policyholders and our
shareholders against us, certain of our subsidiaries and certain of our current and former officers and directors are
pending in various federal and state courts and in Canada. Shareholder derivative suits have been filed in various
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jurisdictions. There are also several actions brought by individual policyholders and additional suits may be filed
by other policyholders. The myriad claims asserted in these suits include alleged violations of federal securities
and antitrust laws, ERISA, RICO, and other statutory and common law claims, and seek significant damages. In
addition, the State of Connecticut has commenced a lawsuit against Marsh challenging Marsh's conduct in
connection with the placement of a loss portfolio transfer of workers' compensation claims for the State of
Connecticut's Department of Administrative Services. Following the announcement of the NYAG lawsuit and
the related actions taken by MMC, MMC's stock price dropped from approximately $45 per share to a low of
approximately $22.75 per share.
In addition, following the filing of the NYAG lawsuit, MMC and certain of its subsidiaries received notices of
investigations and inquiries, together with requests for documents and information, from attorneys general,
departments of insurance and other governmental entities in a significant number of jurisdictions (other than New
York) that relate to the allegations in the NYAG lawsuit. Offices of attorneys general in approximately 20
jurisdictions have issued one or more requests for information or subpoenas calling for the production of
documents or for witnesses to provide testimony. Subpoenas, letters of inquiry and other information requests
have been received from departments of insurance or other state agencies in approximately 30 jurisdictions.
Given the number of pending investigations, there is a significant possibility that MMC or its subsidiaries could
S-2
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face administrative proceedings or other regulatory actions, fines or penalties, including, without limitation,
actions to revoke or suspend insurance broking licenses. MMC has recently been contacted by certain state
attorneys general and commissioners of insurance indicating that they may seek additional monetary or other
remedies from MMC. The office of one state attorney general has sent a letter to MMC indicating its intention to
file a civil claim after September 13, 2005 if a resolution is not reached. MMC and its subsidiaries are continuing
to cooperate in connection with all pending inquiries.
An adverse outcome under any of the lawsuits and regulatory actions involving MMC and its subsidiaries
could have a material adverse effect on our business, financial condition and results of operations. In addition, the
lawsuits and regulatory actions, as well as criminal charges and pleas involving our current or former employees,
could result in negative publicity, reputational damage and harm to our client and employee relationships. Any of
these developments could negatively affect revenues in our insurance and reinsurance brokerage and other
businesses.
For further information about the above and other legal and regulatory matters involving MMC and its
subsidiaries, see Note 15 to our consolidated financial statements appearing in our Current Report on Form 8-K
filed August 15, 2005, incorporated herein by reference.
We may not be successful in implementing our new business model and restructuring plans.
Following our settlement with the NYAG and the NYSID, effective October 1, 2004, Marsh agreed to
eliminate contingent compensation agreements with insurers. No such compensation will be earned for
placements made after October 1, 2004. The elimination of this so-called market services revenue will negatively
affect our near-term revenues and operating income. For example, market services revenue declined to $68
million for the first six months of 2005, compared to $408 million for the first six months of 2004.
Marsh has changed its business model so that fees and remuneration for all services provided are disclosed to
clients. Marsh's new business model includes a commission initiative, whereby Marsh will seek to increase
revenue through higher retail commissions to be paid by insurance carriers. These commissions would be
included in the compensation disclosed to and approved by our clients. Although we expect to be fairly and fully
compensated for the services we provide, we cannot assure you as to the amount or timing of any such newly
generated revenues.
We have examined our cost structure to identify areas where expenses can be reduced. As a result of this
examination, in the fourth quarter of 2004 we initiated a restructuring plan including, among other features, the
reduction of headcount and the consolidation of facilities. In March 2005 we announced that we would undertake
further restructuring initiatives in response to our business environment. We expect these restructuring activities,
when complete, to result in annual cost savings of $775 million. We cannot assure you, however, that we will
achieve this level of cost savings, in which case our restructuring efforts would not affect our profitability as
positively as we expect.
We may not be able to collect our remaining accounts receivable for market services revenue earned
before October 1, 2004.
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Effective October 1, 2004, Marsh agreed to eliminate contingent compensation agreements with insurers. As
of June 30, 2005, we had $170 million of accounts receivable recorded in our financial statements related to
market services revenue earned prior to October 1, 2004. While we intend to collect this outstanding market
services revenue, we cannot assure you that we will be successful in collecting all amounts due. To the extent
such accrued amounts are not collected, a charge to our earnings would result.
We may experience loss of key personnel and clients.
Across all of our businesses, we must preserve our capabilities to serve clients and the capacity to support
staff development. Retention of our employees therefore is critical to us, and the loss of key managerial
personnel or significant revenue producers could have a material adverse effect on our business and results of
operations. Since late 2004 we have developed compensation programs to retain, motivate, and reward certain
key employees, but we cannot be certain of our ability to retain our key employees or attract similar new
employees in the future.
S-3
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Document Outline

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