Marsh & McLennan Companies (MRSH) 10-K risk factor changes: FY2019 vs FY2018

[removed: RISKS] [added: RISKS] RELATING TO THE COMPANY [removed: GENERALLY][added: GENERALLY]

[removed: We] [added: We] face risks when we acquire businesses, including risks [removed: related] [added: relating] to our [removed: proposed acquisition] [added: integration] of [removed: JLT.][added: JLT.]

We have a history of making acquisitions and investments, including a total of [removed: 114] [added: 123] in the period from 2013 to [removed: 2018.][added: 2019.]

We may not be able to successfully integrate the business of JLT or any other [removed: business] [added: businesses] that we [removed: may] acquire into our own business, or achieve any expected cost savings or synergies from [added: the integration of JLT or any other] such integration.

| • | weaknesses and vulnerabilities in an acquired entity’s information systems, either before or after the acquisition, which could expose us to unexpected liabilities or make our own systems more vulnerable to a [removed: cyber-attack;] [added: cyberattack;] |

| • | changes in applicable laws and [removed: regulations,] [added: regulations or their interpretations,] including changes in tax [removed: laws] [added: laws, employment regulations] and [removed: any] changes in the U.K. and Europe related to Brexit; |

| • | compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, including the [added: U.K. Anti-Bribery Act,] U.S. Foreign Corrupt Practices Act and U.S. [added: anti-money laundering and] sanctions laws. |

Our success in this regard will depend on our ability to identify and compete for appropriate acquisition candidates and to [added: finance and] complete the transactions we decide to pursue [removed: with] [added: on] favorable [added: terms with positive] results.

[removed: We] [added: We] are subject to significant uninsured exposures arising from errors and omissions, breach of fiduciary duty and other [removed: claims.][added: claims.]

Our [removed: operating companies] [added: businesses] provide numerous professional services, including the placement of insurance and the provision of consulting, investment advisory and actuarial services, to clients around the world.

[removed: As a result, the Company and its subsidiaries are subject to a significant number of errors and omissions, breach of fiduciary duty and similar claims, which we refer to collectively as "E&O claims." In our Risk and] Insurance Services segment, such claims include allegations of damages arising from our failure to assess clients’ risks, advise clients, place coverage or notify insurers of potential claims on behalf of clients in accordance with our obligations to them.

These Consulting segment services frequently involve complex calculations and other analysis, including (i) making assumptions about, and preparing estimates concerning, contingent future events, (ii) drafting and interpreting complex documentation governing pension plans, (iii) calculating benefits within complex pension structures, (iv) providing [added: individual financial planning advice including] investment [added: advice and advice relating to cashing out of defined benefit pension plans; (v) providing investment] advice, including guidance on asset allocation and investment strategy, and [removed: (v)] [added: (vi)] managing client assets, including the selection of investment managers and implementation of the client’s investment policy.

In establishing liabilities for E&O claims under [added: U.S.] generally accepted accounting principles [removed: ("GAAP"),] [added: ("U.S. GAAP"),] the Company uses case level reviews by inside and outside counsel, actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses.

Given the [removed: challenges inherent] [added: judgment involved] in [added: estimating and] establishing liabilities in accordance with [added: U.S.] GAAP, as well as the unpredictability of E&O claims and the litigation that can flow from them, it is possible that an adverse outcome in a particular matter could have a material adverse effect on the Company's business, results of operations or financial condition.

[removed: We] [added: We] are subject to regulatory investigations, reviews and other inquiries that consume significant management time and, if determined unfavorably to us, could have a material adverse effect on our [added: business, results of operations or financial condition.]

For example, in October 2017, the Company received a notice that the Directorate-General for Competition of the European Commission had commenced a civil investigation of a number of insurance brokers, including [removed: Marsh,] [added: both Marsh and JLT,] regarding "the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area, as well as possible coordination between competitors." In [removed: July 2017, the Directorate-General for Competition of the European Commission together with the Irish Competition and Consumer Protection Commission conducted on-site inspections at the offices of Marsh and other industry participants in Dublin in connection with an investigation regarding the "possible participation in anticompetitive agreements and/or concerted practices contrary to \[E.U. competition law\] in the market for commercial motor insurance in the Republic of Ireland." In] January 2019, we received a notice that the Administrative Council for Economic Defense anti-trust agency in Brazil had commenced an administrative proceeding against a number of insurance brokers, including [removed: Marsh,] [added: both Marsh] and [added: JLT, and] insurers “to investigate an alleged sharing of sensitive commercial and competitive confidential information” in the aviation insurance and reinsurance sector.

[removed: We] [added: We] cannot guarantee that we are or will be in compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate could have a material adverse effect on our [removed: business.][added: business.]

We are also subject to trade sanctions laws relating to countries such as Cuba, [added: Crimea,] Iran, [added: North Korea,] Russia, [removed: Sudan] [added: Syria] and [removed: Syria,] [added: Venezuela,] and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act.

[added: Technology,] Cybersecurity and Data Protection Risks

[removed: We] [added: We] could incur significant liability or our reputation could be damaged if our information systems are breached or we otherwise fail to protect client or Company data or information [removed: systems.][added: systems.]

Our information technology systems and safety control systems, and those of our numerous third-party providers, [added: as well as the control systems of critical infrastructure they rely on, such as power grids,] are potentially vulnerable to [added: unauthorized access,] damage or interruption from a variety of external threats, including [removed: cyber-attacks,] [added: cyberattacks,] computer viruses and other malware, ransomware and other types of data and systems-related modes of attack.

[removed: We could experience significant financial and reputational harm if our information systems are breached, sensitive client or Company data are compromised, surreptitiously modified, rendered] inaccessible for any period of time or maliciously made public, or if we fail to make adequate or timely disclosures to the public or law enforcement agencies following any such event, whether due to delayed discovery or a failure to follow existing protocols.

We are at risk of attack by a variety of adversaries, including state-sponsored organizations, organized crime, hackers or "hactivists" (activist hackers), through use of increasingly sophisticated methods of attack, including [added: the deployment of artificial intelligence to find and exploit vulnerabilities, such as “deep fakes”, and] long-term, persistent attacks referred to as advanced persistent threats.

Because these techniques change frequently and new techniques may not be identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures, resulting in potential data [removed: loss] [added: loss, data unavailability, data corruption] or other damage to information technology systems.

Certain measures that could increase the security of our systems, such as data encryption (including [added: encryption of] data at [removed: rest encryption),] [added: rest),] heightened monitoring and logging, scanning for source code errors or [added: deployment of multi-factor authentication, take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack.]

The volume of new software vulnerabilities has increased markedly, as has the criticality of patches and other remedial [removed: measures.][added: measures, including those in the existing JLT information systems.]

Accordingly, we are at risk that [removed: cyber attackers] [added: cyberattackers] exploit these known vulnerabilities before they have been [added: communicated by vendors or] addressed.

We are at risk of a [removed: cyber-attack] [added: cyberattack] involving a vendor or other third party, which could result in a breakdown of such third party’s data protection processes or the [removed: cyber-attackers] [added: cyberattackers] gaining access to our infrastructure through the third party.

To the extent that a vendor or third party suffers a [removed: cyber-attack] [added: cyberattack] that compromises its operations, we could incur significant costs and possible service interruption, which could have an adverse effect on our business.

We have a history of making acquisitions and investments, and in [removed: September 2018] [added: April 2019] we [removed: announced] [added: completed] the [removed: agreement to acquire] [added: acquisition of] JLT.

The process of integrating the information systems of [removed: the] [added: JLT and of such other] businesses we acquire is complex and exposes us to additional risk.

For instance, we may not adequately identify weaknesses and vulnerabilities in an acquired entity’s information systems, either before or after the acquisition, which could affect the value we are able to derive from the acquisition, expose us to unexpected liabilities or make our own systems more vulnerable to a [removed: cyber-attack.][added: cyberattack.]

We have from time to time experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), users exceeding their data access authorization, employee misconduct and incidents resulting from human error, such as loss of portable and other data storage devices or misconfiguration of software or hardware resulting in inadvertent exposure of [added: personal, sensitive,] confidential or proprietary information.

Like many companies, we are subject to social engineering attacks such as regular phishing email campaigns directed at our employees that can result in malware infections and data [removed: losses.][added: loss.]

In the future, these types of incidents could result in [removed: confidential, personal] [added: personal, sensitive, confidential] or proprietary information being lost or stolen, surreptitiously modified, rendered inaccessible for any period of time, or maliciously made public, including client, employee or Company data, which could have a material adverse effect on our business.

In the event of a [removed: cyber-attack,] [added: cyberattack,] we might have to take our systems offline, which could interfere with services to our clients or damage our reputation.

In addition, our liability insurance, which includes cyber insurance, may not be sufficient in type or amount to cover us against claims related to security breaches, [removed: cyber-attacks] [added: cyberattacks] and other related data and system incidents.

[removed: The] [added: The] costs to comply with, or our failure to comply with, U.S. and foreign laws related to privacy, data security and data protection, such as the E.U. General Data Protection [removed: Regulation,] [added: Regulation (GDPR) and the California Consumer Privacy Act (CCPA),] could adversely affect our financial condition, operating results and our [removed: reputation.][added: reputation.]

The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be [removed: conflicting, particularly with respect to foreign laws.][added: conflicting.]

For example, the [removed: E.U. General Data Protection Regulation ("GDPR"),] [added: GDPR,] which became effective in May 2018, greatly increased the European Commission’s jurisdictional reach of its laws and [removed: adds] [added: added] a broad array of requirements for handling personal data, such as the public disclosure of data breaches, privacy impact assessments, data portability and the appointment of data protection officers in some cases.

We depend in large part on our technology systems for conducting business, as well as for providing the data and analytics we utilize to manage our business.

As a result, our business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems that support our business processes and strategic initiatives in a cost and resource efficient manner, particularly as our business processes become more digital.

In addition, investments in technology systems may not deliver the benefits or perform as expected, or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs.

In operating our business and providing services and solutions to clients, we collect, use, store, transmit and otherwise process certain electronic information, including personal, confidential, proprietary and sensitive data such as information related to financial records, health care, mergers and acquisitions and personal data of our clients, colleagues and vendors.

We could experience significant financial and reputational harm if our information systems are breached, sensitive client or Company data are compromised, surreptitiously modified, rendered

Cyberattacks are increasing in frequency and evolving in nature.

Our efforts to improve and protect data from compromise may also identify previously undiscovered instances of security breaches or other cyber incidents.

In addition, if we discover a historical compromise, security breach or other cyber incident related to the target’s information systems following the close of the acquisition, we may be liable and exposed to significant costs and other unforeseen liabilities.

In the case of JLT, our integration of the information systems is ongoing, and given the size and complexity of the integration project, we remain exposed to these risks until the integration is complete.

Some of these laws and regulations are increasing the level of data handling restrictions, including rules on data localization, all of which could affect our operations and result in regulatory liability and high fines.

In particular, high-profile security breaches at major companies continue to be disclosed regularly, which is leading to even greater regulatory scrutiny and fines at the highest levels they have ever been.

In the U.S., the CCPA came into effect in January 2019 and introduced several new concepts to local privacy requirements, including increased transparency and rights such as access and deletion and an ability to opt out of the “sale” of personal information.

Despite a proliferation of regulatory guidance papers, much remains unclear with respect to how to interpret and implement the GDPR and the CCPA, and that lack of clarity could result in potential liability for our failure to meet our obligations under the GDPR and the CCPA.

Given the breadth and depth of changes in data protection obligations, including classifying data and committing to a range

Further, Brexit has created uncertainty with regard to the future of the flow of personal information between the United Kingdom and the E.U., and that uncertainty may impair our ability to offer our existing and planned products and services or increase our cost of doing business.

For example, Brazil has enacted its general data protection law, the Lei Geral de Proteção de Dados Pessoais, which is due to come into effect in August 2020, China has modified its law, India has a new draft privacy law and Japan has adopted sweeping changes to its privacy law.

Looking at the U.S. following the passage of the CCPA, multiple other states have introduced similar bills, some more comprehensive than the CCPA.

There is also continued legislative interest in passing a federal privacy law.

Many statutory requirements, both in the United States and abroad, include obligations for companies to notify individuals of security breaches involving certain personal information, which could result from breaches experienced by us or our vendors.

In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time.

These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards.

We expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.

We may not be able to respond quickly or effectively to regulatory, legislative and other developments, and these changes may in turn impair our ability to offer our existing or planned products and services and/or increase our cost of doing business.

As a result, the Company and its subsidiaries are subject to a significant number of errors and omissions, breach of fiduciary duty and similar claims, which we refer to collectively as "E&O claims." In our Risk and

We may also be exposed to claims related to assets or solutions offered by the Consulting segment in complement to its traditional consulting services.

In addition, upon the consummation of the acquisition of JLT, the Company assumed the legal liabilities and became responsible for JLT’s litigation and regulatory exposures as of April 1, 2019.

Our business or reputation could be harmed by our reliance on third-party providers or introducers.

We currently partner with a large volume of third-party providers to meet the needs of our clients around the world.

In certain limited instances, we also work with third-party introducers that provide services for public sector clients.

There is a risk that our third-party providers or introducers engage in business practices that are prohibited by our internal policies or violate applicable laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act.

In particular, we completed the acquisition of the Jardine Lloyd Thompson Group plc ("JLT") on April 1, 2019 (the “JLT Transaction”).

In addition, there is increased focus, including from governmental organizations, investors, colleagues and clients, on environmental, social and governance (ESG) issues such as climate change.

Our reputation could be damaged if we do not, or are perceived not to, adequately address these issues.

We also compete with in-house brokers, captive insurance companies, insurance and reinsurance companies that market and service

In addition, in our Consulting segment in Australia, Mercer faces increased competitive pressure as the superannuation industry is consolidating, and superannuation providers, such as Mercer, face increased downward pressure on fees.

In the worst case, any manipulation of the control systems of critical infrastructure may even result in the loss of life.

The British government and the E.U. continue to negotiate the terms of the U.K.'s future relationship with the E.U. There remains inevitable uncertainty on topics such as financial laws and regulations, tax and free trade agreements, immigration laws and employment laws.

globally.

As part of the JLT Transaction, the Company assumed responsibility for a number of pension plans throughout the world, with $255 million of net pension liabilities as of December 31, 2019 ($1,003 million in liabilities and $748 million of plan assets as of December 31, 2019).

forth by law.

In September 2018, we announced our agreement to acquire the Jardine Lloyd Thompson Group plc ("JLT").

We expect the acquisition of JLT (the "JLT Transaction") to close in the spring of 2019; however, we can provide no assurance that the various conditions to closing the JLT Transaction will be satisfied.

business, results of operations or financial condition.

In addition, by virtue of the acquisition of JLT, we will assume the legal liabilities of JLT upon closing.

Accordingly, upon closing of the acquisition, we will become responsible for JLT’s legal and regulatory exposures, some of which may be currently unidentified.

deployment of multi-factor authentication, take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack.

In particular, the number of high-profile security breaches at major companies continues to accelerate, which will likely lead to even greater regulatory scrutiny.

Much remains unknown with respect to how to interpret and implement the GDPR.

EU member states are tasked under the GDPR to enact certain implementing legislation that would add to or further interpret the GDPR requirements and potentially extend our obligations and potential liability for failing to meet such obligations.

Accordingly, the challenges we face in the EU will likely also apply to other jurisdictions outside the EU that adopt laws similar in construction to the GDPR or regulatory frameworks of equivalent complexity.

At a state level, California has enacted a broad consumer privacy law that will come into effect in 2020 and several other states have introduced similar bills, or are enacting data localization laws that require data to stay within their borders.

In order to maintain a competitive position, we must continue to upgrade our legacy operating technology and invest in new technologies and new ways to deliver our products and services.

Negative public opinion could result from actual or alleged conduct by us or those currently or formerly associated with us in any number of activities or circumstances, including operations, employment\-related offenses such as sexual harassment and discrimination, regulatory compliance, and the use and protection of data and systems, satisfaction of client expectations, and from actions taken by regulators or others in response to such conduct.

Any damage to our reputation could affect the confidence of our clients, rating agencies, regulators, stockholders and the other parties in a wide range of transactions that are important to our business and could have a material adverse effect on our business, financial condition and operating results.

And, subject to applicable enforceable restrictive

The insurance industry continued to see robust market consolidation in 2018, and this trend could continue or accelerate in 2019.

related services and providers of human resource functions, such as recruiters.

We made reasonable estimates of the effects of the deemed repatriation of earnings and other transitional provisions and recorded provisional amounts in our financial statements for the year ended December 31, 2017.

The provisional estimates were trued up during 2018 pursuant to SAB 118.

However, these estimates and the ongoing impact of the TCJA are based on our current knowledge and

assumptions, and therefore the ultimate impacts remain uncertain.

In addition, due to potential revisions to regulations issued by the U.S. Treasury, or other legal or regulatory changes, it cannot be certain that we will not be subject to the BEAT.

value and liquidity of our investments could be adversely affected.

The purchase price of the JLT transaction is denominated in GBP.

To hedge the risk of appreciation in GBP, we entered into a deal contingent foreign exchange contract ("FX Contract"), which is discussed in Note 11 to the consolidated financial statements.

For each 1% increase or decrease in the GBP/U.S. dollar exchange rate, the fair value of the FX Contract will increase (dollar weakens) or decrease (dollar strengthens) by approximately $70 million.

As of December 31, 2018, the GBP had depreciated 3.4% since we entered into the FX Contract in September 2018.

Furthermore, and as noted above, the unknown impacts of Brexit may expose us to additional exchange rate fluctuations in GBP.

We expect to record fair value gains or losses, which may be significant, through the consolidated statement of income until the closing of the JLT Transaction.

| • | the impact of fair value changes in the FX Contract for the JLT Transaction; |

We have incurred significant debt in order to finance the JLT Transaction.

In January 2019, we issued $5 billion aggregate amount of senior notes to finance, in part, the JLT Transaction.

We expect to incur additional debt before the closing of the JLT Transaction in order to finance the remaining purchase price.

We expect to expand our non-U.S. operations further.

The amount of other compensation that we receive from

investments to passively managed investments with associated lower fees.

| • | our ability to manage attrition; |

[removed: General][added: General]

With [removed: over 65,000] [added: 76,000] colleagues worldwide and annual revenue of [removed: $15] [added: $17] billion, the Company provides analysis, advice and transactional capabilities to clients in more than 130 countries.

| • | [removed: Risk] [added: Risk] and Insurance [removed: Services] [added: Services] includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. The Company conducts business in this segment through Marsh and Guy Carpenter. |

| • | [removed: Consulting] [added: Consulting] includes health, wealth and career consulting services and products, and specialized management, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group. |

On [removed: September 18, 2018,] [added: April 1, 2019,] the Company [removed: announced that it had reached agreement on] [added: completed] the [removed: terms of a recommended cash] acquisition [added: (the "Transaction")] of [added: all of the outstanding shares of] Jardine Lloyd Thompson Group plc ("JLT"), a public company organized under the laws of England and [removed: Wales (the "JLT Transaction").][added: Wales.]

Under the terms of the Transaction, JLT shareholders [removed: will receive] [added: received] £19.15 in cash for each JLT share, which [removed: values] [added: valued] JLT’s existing [removed: issued and to be issued] share capital at approximately £4.3 billion (or approximately $5.6 billion based on [removed: an] [added: the] exchange rate of U.S. [removed: $1.31:£1).][added: $1.31:£1) on the Transaction closing date.]

This [removed: Management's Discussion & Analysis ("MD&A")] [added: MD&A] contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

[removed: Consolidated] [added: Consolidated] Results of [removed: Operations][added: Operations]

| For the Years Ended December 31, [removed: (In] [added: *(In] millions, except per share [removed: figures)] [added: figures)*] | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| [removed: Revenue] [added: Revenue] | [removed: $] [added: $] | [removed: 14,950] [added: 16,652] | | | $ | [removed: 14,024] [added: 14,950] | | | $ | [removed: 13,211] [added: 14,024] | |

| [removed: Expense] [added: Expense] | | | | | | | | | | | |

| Compensation and Benefits | [removed: 8,605] [added: 9,734] | | | | [removed: 8,085] [added: 8,605] | | | | [removed: 7,694] [added: 8,085] | | |

| Other Operating Expenses | [removed: 3,584] [added: 4,241] | | | | [removed: 3,284] [added: 3,584] | | | | [removed: 3,086] [added: 3,284] | | |

| Operating Expenses | [removed: 12,189] [added: 13,975] | | | | [removed: 11,369] [added: 12,189] | | | | [removed: 10,780] [added: 11,369] | | |

| [removed: Operating Income] [added: Operating Income] | [removed: $] [added: $] | [removed: 2,761] [added: 2,677] | | | $ | [removed: 2,655] [added: 2,761] | | | $ | [removed: 2,431] [added: 2,655] | |

| [removed: Income] [added: Income] from Continuing [removed: Operations] [added: Operations] | [removed: $] [added: $] | [removed: 1,670] [added: 1,773] | | | $ | [removed: 1,510] [added: 1,670] | | | $ | [removed: 1,795] [added: 1,510] | |

| [removed: Discontinued] [added: Discontinued] Operations, Net of [removed: Tax] [added: Tax] | [removed: —] [added: —] | | | | [removed: 2] [added: —] | | | | [removed: —] [added: 2] | | |

| [removed: Net] [added: Net] Income Before Non-Controlling [removed: Interests] [added: Interests] | [removed: $] [added: $] | [removed: 1,670] [added: 1,773] | | | $ | [removed: 1,512] [added: 1,670] | | | $ | [removed: 1,795] [added: 1,512] | |

| [removed: Net] [added: Net] Income Attributable to the [removed: Company] [added: Company] | [removed: $] [added: $] | [removed: 1,650] [added: 1,742] | | | $ | [removed: 1,492] [added: 1,650] | | | $ | [removed: 1,768] [added: 1,492] | |

| [removed: Basic] [added: Basic] net income per [removed: share] [added: share] | | | | | | | | | | | |

| – Continuing [removed: operations] [added: Operations] | [removed: $] [added: $] | [removed: 3.26] [added: 3.44] | | | $ | [removed: 2.91] [added: 3.26] | | | $ | [removed: 3.41] [added: 2.91] | |

| – Net income attributable to the Company | [removed: $] [added: $] | [removed: 3.26] [added: 3.44] | | | $ | [removed: 2.91] [added: 3.26] | | | $ | [removed: 3.41] [added: 2.91] | |

| [removed: Diluted] [added: Diluted] net income per [removed: share] [added: share] | | | | | | | | | | | |

| – Continuing operations | [removed: $] [added: $] | [removed: 3.23] [added: 3.41] | | | $ | [removed: 2.87] [added: 3.23] | | | $ | [removed: 3.38] [added: 2.87] | |

| – Net income attributable to the Company | [removed: $] [added: $] | [removed: 3.23] [added: 3.41] | | | $ | [removed: 2.87] [added: 3.23] | | | $ | [removed: 3.38] [added: 2.87] | |

| [removed: Average] [added: Average] number of shares [removed: outstanding] [added: outstanding] | | | | | | | | | | | |

| – Basic | [removed: 506] [added: 506] | | | | [removed: 513] [added: 506] | | | | [removed: 519] [added: 513] | | |

| – Diluted | [removed: 511] [added: 511] | | | | [removed: 519] [added: 511] | | | | [removed: 524] [added: 519] | | |

| [removed: Shares] [added: Shares] outstanding at December [removed: 31,] [added: 31,] | [removed: 504] [added: 504] | | | | [removed: 509] [added: 504] | | | | [removed: 514] [added: 509] | | |

In [added: 2019 and] 2018, the Company’s results of operations and earnings per share were significantly impacted by the following items:

| • | [added: Change in fair value of acquisition related derivatives:] In connection with the [added: JLT] Transaction, to hedge the risk of appreciation of the GBP-denominated purchase price relative to the U.S. dollar, in September 2018, the Company entered into a deal contingent foreign exchange contract (the "FX Contract") to, solely upon consummation of the [added: JLT] Transaction, purchase £5.2 billion and sell a corresponding amount of U.S. dollars at a contracted exchange rate. The FX Contract is discussed in Note 11 to the consolidated financial statements. An unrealized loss of $325 million related to the fair value changes to this derivative [removed: has been] [added: was] recognized in the consolidated [removed: statement of income for the year ended December 31, 2018, largely due to the depreciation of the GBP from September 2018. The Company expects to record fair value gains and losses, which may be significant, through its income statement until the completion of the Transaction.] |

| • | [added: JLT related interest income and expense:] To secure funding for the Transaction, the Company entered into a bridge loan agreement with aggregate commitments of £5.2 billion in September 2018. The Company paid [removed: approximately $35 million of] [added: the] customary upfront fees related to the bridge loan, which [removed: are being] [added: were] amortized as interest expense based on the period of time the facility [removed: is] [added: was] expected to be in effect. The Company recorded interest expense of approximately $30 million for the year ended December 31, 2018 related to the amortization of the bridge loan [removed: fees. The commitments under] [added: fees and an additional $6 million in 2019 upon termination of] the bridge loan agreement [removed: were reduced by £3.79 billion as a result] [added: in connection with the closing] of [removed: a $5 billion aggregate amount] [added: the JLT Transaction. The Company recorded approximately $47 million] of [added: interest expense related to the] senior notes issued in [removed: January 2019.] [added: the first quarter of 2019 and $25 million of interest income from the investment of the proceeds prior to the closing of the JLT Transaction] |

[removed: | • |] In addition, to hedge the economic risk of increases in interest rates prior to its issuance of senior notes in January 2019, in the fourth quarter of 2018, the Company entered into Treasury lock contracts related to $2 billion of the expected [removed: debt. These economic hedges were not designated as accounting hedges. The Company recorded an unrealized loss of $116 million related to the changes in the fair value of these derivatives in the consolidated statement of income for the year |][added: debt issuance.]

[removed: ended] [added: | | Twelve Months Ended] December 31, [removed: 2018.][added: | | | | | | | | | | |]

An additional charge of $6 million [removed: will be] [added: was] recorded in the first quarter of 2019 related to the settlement of the Treasury lock derivatives.

| • | [added: Investment loss-impairment charge:] The Company owns approximately [removed: 33%] [added: 34%] of the common stock of Alexander Forbes ("AF"), a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. Based on the duration of time and the extent to which the shares traded below their cost, the Company concluded the decline in value of the investment was other than temporary and recorded a charge of $83 million in the 2018 consolidated statement of income. [added: See Note 5 to the consolidated financial statements for additional information regarding the pending sale of the Company's remaining investment in AF.] |

| • | [removed: Pension Settlement charge –] [added: Pension settlement charge:] The Defined Benefit Pension Plans in the U.K. [added: and certain other countries] allow participants an option for the payment of a lump sum distribution from plan assets before retirement in full satisfaction of the retirement benefits due to the participant as well as any survivor’s benefit. The Company’s policy under applicable U.S. GAAP is to treat these lump sum payments as a partial settlement of the plan liability if they exceed the sum of service cost plus interest cost components of net period pension cost of a plan for the year ("settlement thresholds"). The amount of lump sum payments through December 31, 2018 exceeded the settlement thresholds in two of the U.K. plans. The Company recorded non-cash settlement charges, primarily related to these plans of $42 million [removed: in] [added: and $54 million for the years ended] December [added: 31,] 2018 [removed: in the consolidated statement of income,] [added: and 2017, respectively,] of which approximately 90% impacted Risk and Insurance Services. [added: In 2019, the Company recorded $7 million of non-cash pension settlement charges related to certain of its non U.S. plans.] |

[removed: Consolidated] [added: Consulting] operating income increased [removed: 4%,] [added: $111 million, or 10%,] to [removed: $2.8] [added: $1.2] billion in [removed: 2018] [added: 2019] compared with [removed: $2.7 billion in 2017,] [added: 2018,] reflecting the [added: combined] impact of [removed: 7%] increases in [removed: both] revenue [added: of 5%] and [removed: operating expenses.][added: expense of 4%.]

Diluted earnings per share increased [removed: 13%] [added: 6%] to [removed: $3.23] [added: $3.41] in [removed: 2018] [added: 2019] compared with [removed: $2.87] [added: $3.23] in [removed: 2017.][added: 2018.]

Share repurchases during the year were [removed: partly] offset by the shares issued related to vesting of share awards and the exercise of employee stock options.

*Changes to Requirements for Prior Year Discussion of Results*

On March 20, 2019, the Securities and Exchange Commission ("SEC") adopted changes to its rules and forms in an effort to modernize and simplify disclosure requirements for public companies.

These rule changes include a registrant's option to omit the earliest year in its discussion in Management's Discussion and Analysis ("MD&A").

Under the previous rules, registrants generally provided a discussion covering the three-year period of the financial statements with year-to-year comparisons.

The amendments allow registrants to eliminate the discussion of the earliest of the three years, if such a discussion was included in a prior 10-K filing and if there were no material changes to such older periods.

The Company has elected to adopt this rule change and eliminate the prior year-to-year comparisons in this current December 31, 2019 Annual Report on Form 10-K filing.

For information on fiscal 2017 results and similar comparisons, see "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our [Form 10-K for the fiscal year ended December 31, 2018](http://www.sec.gov/Archives/edgar/data/62709/000006270919000010/mmc1231201810k.htm).

Acquisition of JLT

JLT's results of operations for the period April 1, 2019 through December 31, 2019 are included in the Company’s results of operations for 2019.

Under applicable accounting guidance, JLT's results of operations for the period January 1 through March 31, 2019 and for the years ended 2018 and 2017 are not included in the Company's results of operations and therefore, affect comparability.

Prior to being acquired by the Company, JLT operated in three segments: Specialty, Reinsurance and Employee Benefits.

JLT operated in 41 countries, with significant revenue in the United Kingdom, Pacific, Asia and the United States.

As of April 1, 2019, the historical JLT businesses were combined into MMC operations as follows: JLT Specialty is included by geography within Marsh, JLT Reinsurance is included in Guy Carpenter and the majority of JLT's Employee Benefits business was included in Mercer Health and Wealth.

Upon the consummation of the acquisition of JLT, the Company assumed the legal liabilities and became responsible for JLT’s litigation and regulatory exposures as of April 1, 2019.

Please see the "Risk Factors" section of this Annual Report on Form 10-K for risks associated with the acquisition.

The Company’s results for the year ended December 31, 2019 were impacted by JLT related acquisition, restructuring and integration costs as well as legacy MMC restructuring programs as discussed in Note 14 to the consolidated financial statements.

Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 5 to the consolidated financial statements.

| Income Before Income Taxes | $ | 2,439 | | | $ | 2,244 | | | $ | 2,643 | |

Consolidated operating income was $2.7 billion in 2019 compared with $2.8 billion in 2018.

Improvements in the Company's ongoing operating results, both legacy and from the inclusion of JLT's results beginning on April 1, 2019 was offset by the year-over-year increase in JLT integration, restructuring and acquisition related costs as per the chart below.

Income before income taxes increased 9% to $2.4 billion as compared to $2.2 billion in 2018, reflecting the change in operating income discussed immediately above and the increase in year-over-year interest expense, primarily related to new debt issued to finance the JLT Transaction, partly offset by lower derivative related costs, pension settlement charges and the 2018 impairment charge related to Alexander Forbes.

This increase is a result of the factors discussed above, and a lower effective tax rate in 2019.

Average diluted shares

outstanding for 2019 remained unchanged from 2018 at 511 million.

Expense increased 22% or 5% on an underlying basis in 2019 compared with 2018 primarily due to JLT related integration, restructuring and acquisition related costs.

The following chart summarizes the activity related to the restructuring and noteworthy items discussed in more detail below:

| *(In millions)* | 2019 | | | | 2018 | | | | 2017 | | |

| Restructuring costs, excluding JLT | $ | 112 | | | $ | 161 | | | $ | 40 | |

| JLT integration and restructuring costs | 335 | | | | — | | | | — | | |

| JLT acquisition related costs | 150 | | | | 12 | | | | — | | |

| Impact on operating income | 597 | | | | 173 | | | | 40 | | |

| Change in fair value of acquisition related derivative contracts | 8 | | | | 441 | | | | — | | |

| Pension settlement charges | 7 | | | | 42 | | | | 54 | | |

| Early extinguishment of JLT debt | 32 | | | | — | | | | — | | |

| JLT related interest income - pre-acquisition | (25 | | ) | | — | | | | — | | |

| JLT related interest expense - pre-acquisition | 53 | | | | 30 | | | | — | | |

| Investment loss (impairment loss) | — | | | | 83 | | | | — | | |

| Impact on income before taxes | $ | 672 | | | $ | 769 | | | $ | 94 | |

| • | Restructuring costs, excluding JLT: Includes severance and related charges from restructuring activities, adjustments to restructuring liabilities for future rent under non-cancellable leases and other real estate costs, and restructuring costs related to the integration of recent acquisitions. These costs are discussed in more detail in Note 14 of the consolidated financial statements. |

Pending Acquisition

The Company intends to implement the Transaction by way of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended.

In addition, the Company expects to repay existing JLT debt in connection with the closing of the Transaction.

The Transaction was approved by JLT shareholders on November 7, 2018.

The Transaction remains subject to conditions and certain further terms, including, among others, (i) the sanction of the Transaction by the High Court of Justice in England and Wales, (ii) completion of the transaction no later than December 31, 2019 and (iii) the receipt of certain antitrust, regulatory and other approvals.

Subject to the satisfaction or waiver of all relevant conditions, the Transaction is expected to be completed in the spring of 2019.

In 2017, the Company’s results of operations and earnings per share were impacted, in part, by two significant items:

| • | U.S. tax reform – On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"). The TCJA provides for a reduction in the U.S. corporate tax rate to 21% and the creation of a territorial tax system. The TCJA also changes the deductibility of certain expenses, primarily executive officers compensation. An aggregate charge of $460 million was recorded in the fourth quarter of 2017 as a result of the enactment of the TCJA. The TCJA provides for a transition to the territorial system through a deemed repatriation tax (the "transition tax") on undistributed earnings of non-U.S. subsidiaries. The Company recorded a provisional charge of $240 million in the fourth quarter of 2017 as an estimate of U.S. transition taxes and ancillary effects, including state taxes and foreign withholding taxes related to the change in permanent reinvestment status with respect to our pre-2018 foreign earnings. This transition tax is payable over eight years. The reduction of the U.S. corporate tax rate from 35% to 21%, reduces the value of the U.S. deferred tax assets and liabilities, accordingly, a net charge of $220 million was also recorded in the fourth quarter of 2017 in the consolidated statement of income. |

| • | Pension Settlement charge – Similar to the item discussed above, the Company recorded a non-cash settlement charge, primarily related to its U.K. plans of $54 million in 2017, of which approximately 85% impacted Risk and Insurance Services. |

Income before income taxes decreased 15%, to $2.2 billion.

This decrease primarily resulted from the significant items discussed above (the "significant items"), which reduced income before taxes by 21%, and more than offset the increase in operating income.

Net income attributable to the Company ("after tax income") increased 11%, of which 9% was due to the year-over-year increase in operating earnings and investment income related to the change in fair value of equity securities, partly offset by the significant items discussed above and higher interest expense.

The year over year impact of the significant items was 2% of the increase.

This increase primarily resulted from an increase in operating earnings and investment income related to the change in fair value of equity securities, partly offset by the significant items discussed above and higher interest expense, as well as a 2% decrease in the average number of shares outstanding.

The negative earnings per share impact of the significant items was in 2018, largely offset by the year-over-year impact of the

$460 million charge in 2017 related to U.S. tax reform, which together resulted in a net increase of approximately $.06 in diluted earnings per share.

Average diluted shares outstanding for 2018 decreased to 511 million, compared with 519 million during 2017.

Revenue increased 8%, reflecting a 5% increase on an underlying basis and a 3% increase from acquisitions.

Expense increased 8% or 5% on an underlying basis in 2018 compared with 2017.

Consulting operating income decreased $11 million, or 1%, to $1.1 billion in 2018 compared with 2017, reflecting the combined impact of a 5% growth in revenue and 6% in expense.

Consolidated operating income increased 9%, to $2.7 billion, in 2017 compared to $2.4 billion in 2016, reflecting the combined impact of a 6% increase in revenue and a 5% increase in expenses as compared to the prior year.

Risk and Insurance Services operating income increased $150 million, or 9% in 2017 compared with 2016.

Revenue increased 7% reflecting a 3% increase on an underlying basis and a 4% increase from acquisitions.

Expense increased 6% compared with 2016.

Consulting operating income increased $72 million, or 7%, to $1.1 billion in 2017 compared with 2016, reflecting the combined impact of 5% growth for both revenue and expense.

| | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The following table provides more detailed revenue information for certain of the components presented above:

| Defined Benefit Consulting & Administration | $ | 1,279 | | | $ | 1,381 | | | (7 | )% | | 1 | % | | (5 | )% | | — | | | (4 | )% |

| Investment Management & Related Services | 906 | | | | 767 | | | | 18 | % | | — | | | 9 | % | | — | | | 9 | % |

| Total Wealth | 2,185 | | | | 2,148 | | | | 2 | % | | 1 | % | | — | | | — | | | 1 | % |

| Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability such as: acquisitions, dispositions, transfers among businesses, changes in estimate methodology and the impact of the new revenue standard. | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (In millions, except percentage figures) | 2017 | | | | 2016 | | | | % Change GAAP Revenue | | | Currency Impact | | Acquisitions/ Dispositions/ Other | | | Underlying Revenue | |

| Marsh | $ | 6,404 | | | $ | 5,976 | | | 7 | % | | — | | 5 | % | | 3 | % |

| Guy Carpenter | 1,187 | | | | 1,141 | | | | 4 | % | | — | | — | | | 4 | % |

| Subtotal | 7,591 | | | | 7,117 | | | | 7 | % | | — | | 4 | % | | 3 | % |

| Mercer | 4,528 | | | | 4,323 | | | | 5 | % | | — | | 2 | % | | 2 | % |

| Total Consulting | 6,444 | | | | 6,112 | | | | 5 | % | | — | | 2 | % | | 4 | % |

[removed: Market] [added: Market] Risk and Credit [removed: Risk][added: Risk]

[removed: Interest] [added: *Interest] Rate Risk and Credit [removed: Risk][added: Risk*]

| [removed: (In] [added: *(In] millions of [removed: dollars)] [added: dollars)*] | [removed: December] [added: December] 31, [removed: 2018] [added: 2019] | | |

| Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits | [removed: $] [added: $] | [removed: 1,066] [added: 1,155] | |

| Fiduciary cash and investments | [removed: $] [added: $] | [removed: 5,001] [added: 7,344] | |

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 15 basis points, over the full year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately [removed: $6] [added: $8] million.

[removed: Foreign] [added: *Foreign] Currency [removed: Risk][added: Risk*]

The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately [removed: 52%] [added: 53%] of total revenue.

However, there have been periods where the impact was not mitigated due to external market factors, and external macroeconomic events, such as [removed: uncertainty regarding] the impact of "Brexit" in the United Kingdom, may result in greater foreign exchange rate fluctuations in the future.

If foreign exchange rates of major currencies (Euro, Sterling, Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar compared with the foreign exchange rates in [removed: 2018,] [added: 2019,] the Company estimates net operating income would increase or decrease by approximately [removed: $56] [added: $53] million.

The Company has exposure to approximately [removed: 80] [added: 85] foreign currencies overall.

[removed: Equity] [added: *Equity] Price [removed: Risk][added: Risk*]

As discussed in Note [removed: 18] [added: 1] to the consolidated financial statements, effective January 1, 2018, the Company adopted a new accounting standard that requires equity investments with readily determinable market values to be measured at fair value with changes in fair value recognized in net income.

The Company holds investments in both public and private companies as well as private equity funds, including investments of approximately [removed: $146] [added: $19] million that are valued using readily determinable fair values and approximately [removed: $75] [added: $67] million of investments without readily determinable fair values.

The Company also has investments of approximately [removed: $287] [added: $434] million that are accounted for using the equity method, including the Company's investment in Alexander Forbes.

The Company owns approximately [removed: 33%] [added: 34%] of the common stock of Alexander Forbes, a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share.

[removed: As such,] [added: In] the [added: third quarter of 2018, the] Company concluded the decline in value of the investment was other than temporary and recorded [removed: a] [added: an impairment] charge of $83 million in 2018.

As of December 31, [removed: 2018,] [added: 2019,] the carrying value of the Company’s investment in Alexander Forbes was approximately $144 million.

As of December 31, [removed: 2018,] [added: 2019,] the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the December 31, [removed: 2018] [added: 2019] closing share price of [removed: 5.14] [added: 5.55] South African Rand per share, was approximately [removed: $159] [added: $173] million.

[removed: Other][added: *Other*]

See Note 5 to the consolidated financial statements for additional information regarding the pending sale of the Company's remaining investment in AF.

JLT Transaction

The purchase price of the JLT Transaction is denominated in GBP.

To hedge the risk of appreciation in GBP, the Company entered into an FX Contract in September 2018, which is discussed in Note 11 to the consolidated financial statements.

For each 1% increase or decrease in the GBP/U.S. dollar exchange rate, the fair value of the FX Contract will increase (dollar weakens) or decrease (dollar strengthens) by approximately $70 million.

The shares of AF have been trading below the Company’s carrying value since November of 2017, but had traded within 10% of the Company’s carrying value through much of the first quarter of 2018.

In May 2018, the trading price declined to 30% to 35% below the Company’s cost and remained at the discounted level through the third quarter of 2018.

The Company considered several factors in assessing the carrying value of its investment in AF, including its financial position, the near- and long-term prospects of AF and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value.

However, based on the duration of time and the extent to which the shares traded below their cost, the Company could not develop sufficient objective evidence to support a recovery of the price in the relatively near future.

[removed: GENERAL][added: GENERAL]

With [removed: over 65,000] [added: 76,000] colleagues worldwide and annual revenue of [removed: $15] [added: $17] billion, the Company provides analysis, advice and transactional capabilities to clients in more than 130 countries.

| • | [removed: Risk] [added: Risk] and Insurance [removed: Services] [added: Services] includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. The Company conducts business in this segment through Marsh and Guy Carpenter. |

| • | [removed: Consulting] [added: Consulting] includes health, wealth and career services and products, and specialized management, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group. |

[removed: OUR BUSINESSES][added: OUR BUSINESSES]

[removed: RISK] [added: RISK] AND INSURANCE [removed: SERVICES][added: SERVICES]

The Risk and Insurance Services segment generated approximately [removed: 55%] [added: 57%] of the Company's total revenue in [removed: 2018] [added: 2019] and employs approximately [removed: 36,000] [added: 43,600] colleagues worldwide.

[removed: MARSH][added: MARSH]

Currently, approximately [removed: 34,000] [added: 40,500] Marsh colleagues provide risk management, insurance broking, insurance program management services, risk consulting, analytical modeling and alternative risk financing services to a wide range of businesses, government entities, professional service organizations and individuals in more than 130 countries.

Marsh generated approximately [removed: 46%] [added: 48%] of the Company's total revenue in [removed: 2018.][added: 2019.]

[removed: Insurance] [added: Insurance] Broking and Risk [removed: Consulting][added: Consulting]

The firm’s resources also include [removed: more than thirty five risk,] [added: nearly three dozen] specialty and industry practices, including cyber, financial and professional service practices, along with a growing employee health & benefits business.

Marsh provides services to clients of all sizes, including large multinational [removed: companies,] [added: companies ("Risk Management"),] high growth middle-market [removed: businesses,] [added: businesses ("Corporate"),] small commercial enterprises and high net-worth private [removed: clients.][added: clients ("Commercial & Consumer").]

[added: Risk Management.] Marsh has an extensive global footprint and market-leading advisory and placement services that benefit large domestic and international companies and institutions facing complex risk exposures.

These clients are also supported by Marsh’s robust analytics and a growing digital [removed: experience.][added: experience led by work from Marsh Labs.]

[added: Corporate.] A fast-growing segment, middle market [removed: and corporate] clients are served by Marsh’s brokerage operations globally and constitute a substantial majority of clients served by Marsh & McLennan Agency (MMA) in the United [removed: States, Jelf in the United Kingdom] [added: States] and large portions of Marsh’s international business.

| • | [removed: MMA] [added: MMA] offers a broad range of commercial property and casualty products and services, as well as solutions for employee health and benefits, retirement and administration needs and a growing personal lines business in the United States and Canada. Since its first acquisition in 2009, MMA has acquired [removed: 70] [added: 75] agencies. MMA provides advice on insurance program structure and market dynamics, along with industry expertise and transactional capability. |

| • | [removed: Jelf (acquired in December 2015) and Bluefin (acquired in December 2016 and largely integrated into] [added: Marsh Commercial (formerly branded as] Jelf) [removed: service] [added: services] more than 250,000 clients, primarily in the small to mid-market segment across the United Kingdom, and [removed: offer] [added: offers] high quality technical advice, bespoke products and distinctive services including claims consultancy, employee health and [removed: benefit,] [added: benefits,] personal lines solutions and risk management. [removed: As a result] [added: With the completion] of [removed: these acquisitions, Marsh is now a leading SME (small] [added: the acquisition of JLT in 2019,] and [removed: medium enterprise) broker] [added: following the acquisitions of Bluefin] in [added: 2017 and Clark Thomson in 2018, Marsh Commercial has one of] the United [removed: Kingdom.] [added: Kingdom's most extensive office networks focused on providing smaller organizations with access to high quality risk and insurance advice.] |

[added: Commercial & Consumer.] Clients in this market segment typically face less complex risks and are served by Marsh’s innovative product and placement offerings and growing capabilities in digitally enabled distribution.

| • | [removed: Victor] [added: Victor] Insurance [removed: Holdings] [added: Holdings] is one of the largest underwriting managers of professional liability and specialty insurance programs worldwide. In the United States, Victor [removed: O. Schinnerer & Co.] [added: Insurance Managers (US)] and ICAT Managers [removed: offer] [added: deliver] risk management and insurance solutions to over 125,000 insureds through a national third-party distribution network of licensed brokers. [removed: ENCON Group Inc.,] [added: Victor Insurance Managers (Canada),] a leading managing general agent in Canada with over 43,000 insureds, [removed: offers] [added: delivers] professional liability and construction insurance, as well as group and retiree benefits programs and claims handling for individuals, [removed: professionals,] organizations and businesses. Victor has a growing business in the UK (where it was formerly known as Bluefin Underwriting) and Europe, where new businesses have been launched in the Netherlands, Italy and Germany. |

| [removed: •] [added: •] | [removed: Dovetail Insurance] [added: Dovetail Insurance] is a leading provider of cloud-based insurance services and transaction processing tailored to the U.S. small commercial market. Dovetail deploys [removed: an advanced] [added: a] cloud-based technology platform that enables independent insurance agents, on behalf of their small business clients, to obtain online quotes from multiple insurance providers and bind property and casualty and workers compensation insurance policies in real time. |

[added: High Net Worth (HNW).] Individual high net worth clients [added: and family offices] are serviced by Marsh USA's Private Client Services (PCS), MMA and other personal lines businesses globally.

Using a consultative approach, [removed: PCS analyzes] [added: Marsh's HNW practices analyze] exposures and customizes programs to cover [added: individual] clients with complex asset portfolios.

[removed: Additional] [added: Additional] Services and Adjacent [removed: Businesses][added: Businesses]

[removed: Marsh] [added: Marsh] Risk Consulting [removed: (MRC)] [added: (MRC)] is a global practice comprising specialists that advise clients on identifying exposures, use data and analytics to assess critical business activities and evaluate existing risk practices and strategies.

[removed: Marsh] [added: Marsh] Data, Digital and [removed: Analytics] [added: Analytics] provides [removed: technology] solutions to enhance the insurance process and data and analytical tools to better understand risks, make more informed decisions and support the implementation of innovative solutions and strategies.

Among the suite of solutions deployed by this team are: Bluestream, a digital [removed: broker] [added: brokerage platform] that enables clients to provide insurance to their customers or suppliers in a B2B2C affinity model; Blockchain solutions, where Marsh is working in conjunction with industry consortia and [removed: IBM] [added: leading technology companies] to [removed: digitally verify insurance;] [added: help provide certificates of insurance digitally;] and [removed: the Marsh Analytical Platform -] Marsh’s proprietary suite of analytics applications that delivers risk insights to clients for better decision making concerning retaining, mitigating, transferring risk and financing risk.

[removed: Marsh] [added: Marsh] Captive [removed: Solutions] [added: Solutions] serves more than [removed: 1,200] [added: 1,350] captive facilities, including single-parent captives, reinsurance pools and risk retention groups.

The Captive Solutions practice operates in [removed: 51] [added: 53] captive domiciles and leverages the consulting expertise within Marsh’s brokerage offices worldwide.

[removed: Torrent Technologies] [added: Torrent Technologies] is a service provider to Write Your Own (WYO) insurers participating in the National Flood Insurance Program (NFIP) in the United [removed: States.][added: States and also serves the NFIP directly as its Direct Servicing Agent Torrent offers a comprehensive suite of both NFIP and private and excess flood insurance products and services to WYO companies and agents.]

[removed: Bowring Marsh] [added: Bowring Marsh] is an international placement broker primarily for property and casualty risks.

[removed: Services] [added: Services] for [removed: Insurers][added: Insurers]

[removed: Insurer] [added: Insurer] Consulting [removed: Group] [added: Group] provides services to insurance carriers.

[removed: GUY CARPENTER][added: GUY CARPENTER]

Guy Carpenter, the Company’s reinsurance intermediary and advisor, generated approximately 9% of the Company's total revenue in [removed: 2018.][added: 2019.]

The workforce consists of approximately [removed: 2,400] [added: 3,100] colleagues who provide clients with a combination of specialized reinsurance broking expertise, strategic advisory services and analytics solutions.

[removed: Compensation] [added: Compensation] for Services in Risk and Insurance [removed: Services][added: Services]

[removed: CONSULTING][added: CONSULTING]

The Company's Consulting segment generated approximately [removed: 45%] [added: 43%] of the Company's total revenue in [removed: 2018] [added: 2019] and employs approximately [removed: 28,000] [added: 30,400] colleagues worldwide.

[removed: MERCER][added: MERCER]

Marsh is a leading global insurance broker and risk advisor, serving companies, institutions and individuals.

Marsh's segments are designed to build stronger value propositions and operating models to optimize solutions and services for clients depending on their needs.

| • | Marsh JLT Specialty. Marsh’s specialty unit combined with JLT Specialty to form Marsh JLT Specialty as part of the 2019 acquisition of Jardine Lloyd Thompson Group plc ("JLT"). The new unit offers leading expertise, global service and data-driven insights to clients across seven global specialties: aviation; credit specialties; financial & professional services; private equity & mergers & acquisitions; construction; energy & power; and marine & cargo. These teams of specialist experts are globally committed to delivering consulting, placement, account management and claims solutions to clients who require specialist advice and support. Marsh JLT Specialty has bolstered Marsh’s leadership as a global specialty broker. |

Mercer also provides consulting and actuarial services to U.S. state governments to support the purchase of healthcare through state Medicaid programs.

In addition, outside of the U.S., Mercer provides consulting services to insurance carriers to assist them with improving product offerings available to clients, identifying new opportunities and enhancing insurers’ operational efficiency.

with human capital information and analytical capabilities to improve strategic human capital decision making.

| • | *Actuarial*. Oliver Wyman’s Actuarial Practice uses mathematical and statistical modeling skills and qualitative assessment methodologies to assist clients in evaluating and addressing risk. |

| • | *Digital*. Oliver Wyman helps organizations capitalize on the opportunities created by digitization of business, and anticipate and neutralize strategic threats. |

| • | *Operations.* Oliver Wyman helps organizations leverage their operations for a competitive advantage using a comprehensive set of capabilities, including performance improvement, digital operations strategy, and risk management. |

management solutions.

Oliver Wyman provides effective, customized solutions to the challenges presented by the evolving roles, needs and priorities of these individuals and organizations.

Lippincott is a creative consultancy specializing in brand and innovation that shapes recognized brands and experiences for clients globally.

Dominic Burke, age 61, is Vice Chair of Marsh & McLennan.

He joined the firm in 2019 following the acquisition of Jardine Lloyd Thompson Group (JLT), after having served as JLT’s Group Chief Executive for more than 13 years.

He also serves as Chairman of Marsh JLT Specialty.

Mr. Burke has more than three decades of experience in the insurance industry.

Prior to serving as JLT’s Group Chief Executive, Mr. Burke held various roles at JLT including Group Chief Operating Officer and prior to that, CEO of JLT’s UK Retail and Employee Benefits business.

Mr. Burke joined JLT in 2000, when it acquired the company he founded, Burke Ford Insurance Group.

Mr. Burke serves as the Chairman of Newbury Racecourse plc and is a Director for the charity Injured Jockeys Fund in the UK.

Martine Ferland, age 58, is Vice Chair, Marsh & McLennan and President and Chief Executive Officer of Mercer, a role she assumed in March 2019.

Previously, she was Mercer’s Group President, responsible for leading the firm’s regions and Global Business Solutions.

She joined Mercer in 2011 as Retirement Business Leader for the Europe and Pacific region, and has served as Europe and Pacific Region President and Co-President, Global Health.

E.

Mr. Gilbert is responsible for the Company’s global information technology strategy, systems, and infrastructure and leads the Company’s firm-wide efforts to improve the experience of clients and colleagues through the development and implementation of innovative and cost-effective technologies.

He joined the Company in January 2005 as Chief Compliance Officer and was subsequently appointed Chief Risk and Compliance Officer, a position he held until 2015, when he became Chief Information Officer.

Prior to joining the Company, Mr. Gilbert served as Chief Compliance Counsel of General Electric Company, and served for over five years as an Assistant U.S. Attorney for the Southern District of New York.

He is also Co-Chair of the International Advisory Board for BritishAmerican Business.

Mark McGivney, age 52, is Chief Financial Officer of Marsh & McLennan.

Most recently he was Senior Vice President, Corporate Finance of Marsh & McLennan, and was responsible for leading and directing the Company’s Corporate Development, Treasury and Investor Relations functions from 2014 until 2016.

Prior to that, he served as Chief Financial Officer of Marsh, and Chief Financial Officer and Chief Operating Officer of Mercer.

Marsh is a global leader in delivering risk advisory and insurance solutions to companies, institutions and individuals around the world.

Marsh segments clients to ensure that their needs are effectively addressed through tailored value propositions, which aim to provide solutions that best mitigate and manage their risk exposures.

Risk Management.

Corporate.

Commercial & Consumer.

High Net Worth (HNW).

It offers a comprehensive suite of flood insurance products and services to WYO carriers and agents.

In addition, Torrent serves as the Direct Servicing Agent of the NFIP.

Health.

Wealth.

The Wealth business is comprised of two practices: Defined Benefit Consulting & Administration (DBA) and Investment Management & Related Services (IMS).

Career.

organizational changes designed to maximize employee engagement, drive desired employee behaviors and achieve improvements in business performance.

| • | Actuarial. Oliver Wyman offers actuarial consulting services to public and private enterprises, self-insured group organizations, insurance companies, government entities, insurance regulatory agencies and other organizations. |

| • | Digital. Oliver Wyman has a dedicated cross-industry team helping clients capitalize on the opportunities created by digital technology and addressing the strategic threats. |

| • | OW Labs. OW Labs applies innovative approaches to technology to drive business impact for its clients. The mission of OW Labs is to help clients to unleash the power of the information they already have or could capture - essentially to become knowledge-powered businesses - and through that to drive competitive advantage and sustained impact. |

| • | Operations. Oliver Wyman offers market-leading IT organization design, IT economics management, Lean Six Sigma principles and methodologies, and sourcing expertise to clients across a broad range of industries. |

Lippincott is a brand strategy and design consulting firm that advises corporations around the world in a variety of industries on corporate branding, identity and image.

Risk and Insurance Services.

Consulting.

Oliver Wyman Group uses the services of MMC Securities (Europe) Limited in the European Union, primarily in connection with corporate finance advisory services.

FATCA.

He joined Marsh & McLennan Companies as President of Marsh in April 2016.

Martine Ferland, age 57, is Group President of Mercer.

Effective March 1, 2019, Ms. Ferland will assume the position of President and CEO of Mercer.

Ms. Ferland joined Mercer in 2011 as Retirement Business Leader for EMEA Region.

She then served as Europe and Pacific Region President and Co-President, Global Health, before being named Mercer Group President.

E.

Prior to joining Marsh & McLennan Companies in January 2005, he had been the Chief Compliance Counsel of the General Electric Company since September 2004.

Prior thereto, he was Counsel, Litigation and Legal Policy at GE.

Between 1986 and 1992, when he joined GE, he served as an Assistant United States Attorney in the Southern District of New York.

Prior to assuming his current role in 2013, Mr. Glaser served as Group President and Chief Operating Officer of the Company, with operational and strategic oversight of its Risk and Insurance Services and Consulting segments.

Ms. Ledford joined Marsh in 2000 and was named CHRO in 2006, after having served as Senior Human Resources Director for Marsh's International Specialty Operations.

Mark McGivney, age 51, is Chief Financial Officer of Marsh & McLennan Companies and has held this position since January 1, 2016.

Julio A.

Effective March 1, 2019, Mr. Portalatin will serve as Vice Chairman of Marsh & McLennan Companies and will no longer serve as an executive officer of Marsh & McLennan Companies.

Prior to joining Mercer in February 2012, Mr. Portalatin was the President and CEO of Chartis Growth Economies, and Senior Vice President, American International Group (AIG).

In that role, he had responsibility for operations in Asia Pacific, South Asia, Latin America, Africa, the Middle East and Central Europe.

Mr. Portalatin began his career with AIG in 1993 and thereafter held a number of key leadership roles, including President of the Worldwide Accident & Health Division at American International Underwriters (AIU) from 2002-2007.

From 2007-2010, he served as President and CEO of Chartis Europe S.A. and Continental European Region, based in Paris, before becoming President and CEO of Chartis Emerging Markets.

In connection with that investigation, the FCA carried out an on-site inspection at the London [removed: office] [added: offices] of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United [removed: Kingdom.][added: Kingdom, and JLT Specialty Ltd., JLT's U.K. operating subsidiary.]

The FCA indicated that it had reasonable grounds for suspecting that Marsh [removed: Limited] [added: Limited, JLT Specialty Ltd.] and other participants in the market [removed: have] [added: had] been sharing competitively sensitive information within the aviation insurance and reinsurance broking sector.

In October 2017, the Company received a notice that the Directorate-General for Competition of the European Commission had commenced a civil investigation of a number of insurance brokers, including [removed: Marsh,] [added: both Marsh and JLT,] regarding "the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area ("EEA"), as well as possible coordination between competitors." In light of the action taken by the European Commission, the FCA informed Marsh Limited [removed: at the same time] [added: and JLT Specialty Ltd.] that it [removed: has] [added: had] discontinued its investigation under U.K. competition law.

In May 2018, the FCA advised that it would not be taking any further action with Marsh Limited [added: or JLT Specialty Ltd.] in connection with this matter.

In January 2019, the Company received a notice that the Administrative Council for Economic Defense anti-trust agency in Brazil had commenced an administrative proceeding against a number of insurance brokers, including [removed: Marsh,] [added: both Marsh] and [added: JLT, and] insurers “to investigate an alleged sharing of sensitive commercial and competitive confidential [removed: information”] [added: information"] in the aviation insurance and reinsurance sector.

Additional information regarding certain legal proceedings and related matters is set forth in Note [removed: 14] [added: 16] to the consolidated financial statements appearing under Part II, Item 8 ("Financial Statements and Supplementary Data") of this report.

In July 2017, the Directorate-General for Competition of the European Commission together with the Irish Competition and Consumer Protection Commission conducted on-site inspections at the offices of Marsh and other industry participants in Dublin in connection with an investigation regarding the "possible participation in anticompetitive agreements and/or concerted practices contrary to \[E.U. competition law\] in the market for commercial motor insurance in the Republic of Ireland."

[removed: 10-K 1 mmc1231201810k.htm FORM 10-K][added: FORM 10-K]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: ANNUAL REPORT PURSUANT TO SECTION] [added: | ☒ | Annual Report Pursuant to Section] 13 [removed: OR] [added: or] 15(d) [removed: OF THE SECURITIES EXCHANGE ACT OF 1934][added: of the Securities Exchange Act of 1934 |]

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

[removed: ][added: ]

[removed: Marsh] [added: Marsh] & McLennan Companies, [removed: Inc.][added: Inc.]

| [removed: Delaware] [added: Delaware] | | [removed: 36-2668272] [added: 36-2668272] |

[removed: 1166] [added: 1166] Avenue of the [removed: Americas][added: Americas]

[removed: New York, New York 10036-2774][added: New York, New York 10036\-2774]

[removed: (212) 345-5000][added: (212) 345-5000]

| Title of each class | | [added: Trading symbol(s) | |] Name of each exchange on which registered |

| Common Stock, par value $1.00 per share | | [added: MMC | |] New York Stock Exchange |

| | | [added: | |] Chicago Stock Exchange |

| | | [added: | |] London Stock Exchange |

Yes [removed: ý] [added: ☐] No [removed: ¨][added: ý]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large Accelerated Filer [removed: x] | [added: ☒] | [added: |] Accelerated Filer [removed: ¨] | [added: ☐ |]

| Non-Accelerated Filer [removed: ¨ (Do not check if a smaller reporting company)] | [added: ☐] | [added: |] Smaller Reporting Company [removed: ¨] | [added: ☐ |]

| | | [added: |] Emerging Growth Company [removed: ¨] | [added: ☐ |]

As of June [removed: 29, 2018,] [added: 28, 2019,] the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately [removed: $40,260,247,498] [added: $50,438,773,243] computed by reference to the closing price of such stock as reported on the New York Stock Exchange on June [removed: 29, 2018.][added: 28, 2019.]

As of February 18, [removed: 2019,] [added: 2020,] there were outstanding [removed: 505,108,980] [added: 503,897,894] shares of common stock, par value $1.00 per share, of the registrant.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of Marsh & McLennan Companies, Inc.’s Notice of Annual Meeting and Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders (the [removed: "2019] [added: "2020] Proxy Statement") are incorporated by reference in Part III of this Form 10-K.

[removed: INFORMATION] [added: INFORMATION] CONCERNING FORWARD-LOOKING [removed: STATEMENTS][added: STATEMENTS]

| • | our ability to successfully [removed: consummate,] integrate or achieve the intended benefits of [removed: the acquisition of] [added: our acquisitions, including] JLT; |

| • | the impact of [removed: any] investigations, reviews, [removed: market studies] or other activity by regulatory or law enforcement authorities, including the ongoing [removed: investigations] [added: investigation] by the European [removed: and Brazilian] [added: Commission] competition [removed: authorities;] [added: authority;] |

| • | our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information, particularly given the large volume of our vendor network and the need to [added: identify and] patch software [removed: vulnerabilities;] [added: vulnerabilities, including those in the existing JLT information systems;] |

| • | our ability to compete effectively and adapt to changes in the competitive environment, including to respond to [added: technological change,] disintermediation, digital disruption and other types of innovation; |

| • | the financial and operational impact of complying with laws and regulations where we [removed: operate,] [added: operate and the risks of noncompliance with such laws,] including cybersecurity and data privacy regulations such as the E.U.’s General Data Protection Regulation, [removed: anticorruption] [added: anti-corruption] laws [added: such as the U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act] and trade sanctions regimes; |

| • | the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate, including the impact [removed: and uncertainty around] [added: of] Brexit or the inability to collect on our receivables; |

| • | the regulatory, contractual and reputational risks that arise based on insurance placement activities and various [removed: broker and consulting] [added: insurer] revenue streams; |

| • | our ability to successfully recover if we experience a business continuity problem due to [removed: cyberattack,natural disaster] [added: cyberattack, natural disaster, pandemic] or otherwise; [added: and] |

| • | the impact of changes in tax laws, guidance and interpretations, including [removed: related to] certain provisions of the U.S. Tax Cuts and Jobs Act, or disagreements with tax [removed: authorities;] [added: authorities.] |

| [removed: TABLE] [added: TABLE] OF [removed: CONTENTS] [added: CONTENTS] | | |

| [Information Concerning Forward-Looking [removed: Statements](#s696378DF874F54F58124F5984E7CE2B6)] [added: Statements](#s5E3A07A7BB8F5CFCB85B442189C21077)] | | [removed: [i](#s696378DF874F54F58124F5984E7CE2B6)] [added: [i](#s5E3A07A7BB8F5CFCB85B442189C21077)] |

| Item 1 — | [removed: [Business](#s8A0A3FCEAB0B5115B88408945DAA35C8)] [added: [Business](#s751B243D81FB5F3EBADA9EBA08CA4B8F)] | [removed: [1](#s8A0A3FCEAB0B5115B88408945DAA35C8)] [added: [1](#s751B243D81FB5F3EBADA9EBA08CA4B8F)] |

| Item 1A — | [Risk [removed: Factors](#sA577F2D7F33254E183E1BFA5D73CD6D1)] [added: Factors](#sAB2FAD6BDC5E58339BC286676A05BA91)] | [removed: [12](#sA577F2D7F33254E183E1BFA5D73CD6D1)] [added: [12](#sAB2FAD6BDC5E58339BC286676A05BA91)] |

| Item 1B — | [Unresolved Staff [removed: Comments](#sA0F3E754AF2F5A5696C66358408602FE)] [added: Comments](#sF74B4BAC6FFB53898DBD801A04F5245B)] | [removed: [29](#sA0F3E754AF2F5A5696C66358408602FE)] [added: [29](#sF74B4BAC6FFB53898DBD801A04F5245B)] |

_____________________________________________

(Mark One)

OR

| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |

_____________________________________________

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| | | | | |

| • | our ability to attract and retain industry leading talent; |

| • | our ability to maintain our credit ratings and repay our outstanding long-term debt in a timely manner and on favorable terms, including approximately $6.5 billion issued in connection with the acquisition of JLT; |

| | |

| | |

| | |

| --- | --- |

| | |

| --- | --- |

| Signatures | | [139](#s776818B17C84588B87E2C4F2A4E1EB8D) |

___________________________________________

FORM 10-K

| | | |

| --- | --- | --- |

Yes ¨ No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| • | the impact of fluctuations in foreign exchange and interest rates on our results; and |

| • | the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact of the adoption of the revenue recognition, pension and lease accounting standards. |

| Signatures | | [134](#sE2A042E92A1D5AEE985C94A65E5E0385) |

[removed: PART II][added: PART II]

The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock during [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and each quarterly period thereof:

| | | [removed: 2018] [added: 2019] Stock Price Range | | | | [removed: 2017] [added: 2018] Stock Price Range | | |

| First Quarter | | [removed: $85.94] [added: $94.96] | | [removed: $78.69] [added: $77.85] | | [removed: $75.52] [added: $85.94] | | [removed: $66.75] [added: $78.69] |

| Second Quarter | | [removed: $84.52] [added: $100.20] | | [removed: $78.60] [added: $91.67] | | [removed: $80.47] [added: $84.52] | | [removed: $71.79] [added: $78.60] |

| Third Quarter | | [removed: $87.89] [added: $103.37] | | [removed: $81.38] [added: $94.81] | | [removed: $84.32] [added: $87.89] | | [removed: $76.68] [added: $81.38] |

| Fourth Quarter | | [removed: $89.59] [added: $113.94] | | [removed: $74.30] [added: $95.00] | | [removed: $86.54] [added: $89.59] | | [removed: $80.12] [added: $74.30] |

| Full Year | | [removed: $89.59] [added: $113.94] | | [removed: $74.30] [added: $77.85] | | [removed: $86.54] [added: $89.59] | | [removed: $66.75] [added: $74.30] |

On February [removed: 20, 2019,] [added: 18, 2020,] the closing price of the Company’s common stock on the NYSE was [removed: $91.95.][added: $119.45.]

During [removed: 2018,] [added: 2019,] the Company repurchased [removed: 8.2] [added: 4.8] million shares of its common stock for total consideration of [removed: $675] [added: $485] million.

In November [removed: 2016,] [added: 2019,] the Board of Directors of the Company authorized the Company to repurchase up to $2.5 billion in shares of the Company's common stock, which superseded any prior authorizations.

As of December 31, [removed: 2018,] [added: 2019,] the Company remained authorized to repurchase up to approximately [removed: $866 million] [added: $2.4 billion] in shares of its common stock.

| [removed: Period] [added: Period] | | [removed: Total Number of Shares (or Units) Purchased] [added: Total Number of Shares (or Units) Purchased] | | | [removed: Average Price Paid] [added: Average Price Paid] per [removed: Share (or Unit)] [added: Share (or Unit)] | | | | [removed: Total] [added: Total] Number [removed: of Shares] [added: of Shares] (or [removed: Units) Purchased as Part] [added: Units) Purchased as Part] of [removed: Publicly Announced Plans or Programs] [added: Publicly Announced Plans or Programs] | | | [removed: Maximum Number (or] [added: Maximum Number (or] Approximate Dollar [removed: Value) of] [added: Value) of] Shares (or Units) that [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the Plans or [removed: Programs] [added: Programs] | | |

| Oct 1-31, 2019 | | 553,907 | | | $ | 97.4891 | | | 553,907 | | | $ | 511,753,209 | |

| Nov 1-30, 2019 | | 685,452 | | | $ | 105.0219 | | | 685,452 | | | $ | 2,482,000,302 | |

| Dec 1-31, 2019 | | 537,171 | | | $ | 109.858 | | | 537,171 | | | $ | 2,422,987,756 | |

| Total | | 1,776,530 | | | $ | 104.1355 | | | 1,776,530 | | | $ | 2,422,987,756 | |

| Oct 1-31, 2018 | | — | | | $ | — | | | — | | | $ | 865,752,978 | |

| Nov 1-30, 2018 | | — | | | $ | — | | | — | | | $ | 865,752,978 | |

| Dec 1-31, 2018 | | — | | | $ | — | | | — | | | $ | 865,752,978 | |

| Total | | — | | | $ | — | | | — | | | $ | 865,752,978 | |

[removed: Marsh] [added: Marsh] & McLennan Companies, Inc. and [removed: Subsidiaries][added: Subsidiaries]

[removed: FIVE-YEAR] [added: FIVE-YEAR] STATISTICAL SUMMARY OF [removed: OPERATIONS][added: OPERATIONS]

| For the Years Ended December 31, [removed: (In] [added: *(In] millions, except per share [removed: figures)] [added: figures)*] | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Revenue | [removed: $] [added: $] | [removed: 14,950] [added: 16,652] | | | $ | [removed: 14,024] [added: 14,950] | | | $ | [removed: 13,211] [added: 14,024] | | | $ | [removed: 12,893] [added: 13,211] | | | $ | [removed: 12,951] [added: 12,893] | |

| Compensation and Benefits | [removed: 8,605] [added: 9,734] | | | | [removed: 8,085] [added: 8,605] | | | | [removed: 7,694] [added: 8,085] | | | | [removed: 7,569] [added: 7,694] | | | | [removed: 7,692] [added: 7,569] | | |

| Other Operating Expenses | [removed: 3,584] [added: 4,241] | | | | [removed: 3,284] [added: 3,584] | | | | [removed: 3,086] [added: 3,284] | | | | [removed: 3,140] [added: 3,086] | | | | [removed: 3,135] [added: 3,140] | | |

| Operating Expenses | [removed: 12,189] [added: 13,975] | | | | [removed: 11,369] [added: 12,189] | | | | [removed: 10,780] [added: 11,369] | | | | [removed: 10,709] [added: 10,780] | | | | [removed: 10,827] [added: 10,709] | | |

| Operating Income (a) | [removed: 2,761] [added: 2,677] | | | | [removed: 2,655] [added: 2,761] | | | | [removed: 2,431] [added: 2,655] | | | | [removed: 2,184] [added: 2,431] | | | | [removed: 2,124] [added: 2,184] | | |

| Other net benefits credits [removed: (b)] | [removed: 215] [added: 265] | | | | [removed: 201] [added: 215] | | | | [removed: 233] [added: 201] | | | | [removed: 235] [added: 233] | | | | [removed: 177] [added: 235] | | |

| Interest Income | [removed: 11] [added: 39] | | | | [removed: 9] [added: 11] | | | | [removed: 5] [added: 9] | | | | [removed: 13] [added: 5] | | | | [removed: 21] [added: 13] | | |

| Interest Expense | [removed: (290] [added: (524] | | [removed: )] [added: )] | | [removed: (237] [added: (290] | | ) | | [removed: (189] [added: (237] | | ) | | [removed: (163] [added: (189] | | ) | | [removed: (165] [added: (163] | | ) |

| Cost of Extinguishment of Debt | [removed: —] [added: (32] | | [added: )] | | — | | | | — | | | | — | | | | [removed: (137] [added: —] | | [removed: )] |

| Investment [removed: (loss)] income [added: (loss)] | [added: 22 | | | |] (12 | | ) | | 15 | | | | — | | | | 38 | | | [removed: | 37 | | |]

| Acquisition Related Derivative Contracts | [removed: (441] [added: (8] | | [removed: )] [added: )] | | [removed: —] [added: (441] | | [added: )] | | — | | | | — | | | | — | | |

| Income Before Income Taxes | [removed: 2,244] [added: 2,439] | | | | [removed: 2,643] [added: 2,244] | | | | [removed: 2,480] [added: 2,643] | | | | [removed: 2,307] [added: 2,480] | | | | [removed: 2,057] [added: 2,307] | | |

| Income Tax Expense [removed: (c)] [added: (b)] | [removed: 574] [added: 666] | | | | [removed: 1,133] [added: 574] | | | | [removed: 685] [added: 1,133] | | | | [removed: 671] [added: 685] | | | | [removed: 586] [added: 671] | | |

| Income From Continuing Operations | [removed: 1,670] [added: 1,773] | | | | [removed: 1,510] [added: 1,670] | | | | [removed: 1,795] [added: 1,510] | | | | [removed: 1,636] [added: 1,795] | | | | [removed: 1,471] [added: 1,636] | | |

| Discontinued Operations, Net of Tax | [removed: —] [added: —] | | | | [removed: 2] [added: —] | | | | [removed: —] [added: 2] | | | | — | | | | [removed: 26] [added: —] | | |

| Net Income Before Non-Controlling Interests | [removed: 1,670] [added: 1,773] | | | | [removed: 1,512] [added: 1,670] | | | | [removed: 1,795] [added: 1,512] | | | | [removed: 1,636] [added: 1,795] | | | | [removed: 1,497] [added: 1,636] | | |

| Less: Net Income Attributable to Non-Controlling Interests | [removed: 20] [added: 31] | | | | 20 | | | | [removed: 27] [added: 20] | | | | [removed: 37] [added: 27] | | | | [removed: 32] [added: 37] | | |

| Net Income Attributable to the Company | [removed: $] [added: $] | [removed: 1,650] [added: 1,742] | | | $ | [removed: 1,492] [added: 1,650] | | | $ | [removed: 1,768] [added: 1,492] | | | $ | [removed: 1,599] [added: 1,768] | | | $ | [removed: 1,465] [added: 1,599] | |

| Income From Continuing Operations | [removed: $] [added: $] | [removed: 3.26] [added: 3.44] | | | $ | [removed: 2.91] [added: 3.26] | | | $ | [removed: 3.41] [added: 2.91] | | | $ | [removed: 3.01] [added: 3.41] | | | $ | [removed: 2.64] [added: 3.01] | |

| Income From Discontinued Operations | [removed: —] [added: —] | | | | — | | | | — | | | | — | | | | [removed: 0.05] [added: —] | | |

| Net Income Attributable to the Company | [removed: $] [added: $] | [removed: 3.26] [added: 3.44] | | | $ | [removed: 2.91] [added: 3.26] | | | $ | [removed: 3.41] [added: 2.91] | | | $ | [removed: 3.01] [added: 3.41] | | | $ | [removed: 2.69] [added: 3.01] | |

| Average Number of Shares Outstanding | [removed: 506] [added: 506] | | | | [removed: 513] [added: 506] | | | | [removed: 519] [added: 513] | | | | [removed: 531] [added: 519] | | | | [removed: 545] [added: 531] | | |

| Income From Continuing Operations | [removed: $] [added: $] | [removed: 3.23] [added: 3.41] | | | $ | [removed: 2.87] [added: 3.23] | | | $ | [removed: 3.38] [added: 2.87] | | | $ | [removed: 2.98] [added: 3.38] | | | $ | [removed: 2.61] [added: 2.98] | |

| Discontinued Operations, Net of Tax Per Share | [removed: —] [added: —] | | | | — | | | | — | | | | — | | | | [removed: 0.04] [added: —] | | |

| Net Income Attributable to the Company | [removed: $] [added: $] | [removed: 3.23] [added: 3.41] | | | $ | [removed: 2.87] [added: 3.23] | | | $ | [removed: 3.38] [added: 2.87] | | | $ | [removed: 2.98] [added: 3.38] | | | $ | [removed: 2.65] [added: 2.98] | |

| Average Number of Shares Outstanding | [removed: 511] [added: 511] | | | | [removed: 519] [added: 511] | | | | [removed: 524] [added: 519] | | | | [removed: 536] [added: 524] | | | | [removed: 553] [added: 536] | | |

| Dividends Paid Per Share | [removed: $] [added: $] | [removed: 1.58] [added: 1.74] | | | $ | [removed: 1.43] [added: 1.58] | | | $ | [removed: 1.30] [added: 1.43] | | | $ | [removed: 1.18] [added: 1.30] | | | $ | [removed: 1.06] [added: 1.18] | |

| Return on Average Equity | [removed: 22] [added: 22] | | [removed: %] [added: %] | | 22 | | % | | [removed: 27] [added: 22] | | % | | [removed: 23] [added: 27] | | % | | [removed: 19] [added: 23] | | % |

| Working capital | [removed: $] [added: $] | [removed: 1,010] [added: 389] | | | $ | [removed: 1,300] [added: 1,010] | | | $ | [removed: 802] [added: 1,300] | | | $ | [removed: 1,336] [added: 802] | | | $ | [removed: 1,856] [added: 1,336] | |

| Total assets | [removed: $] [added: $] | [removed: 21,578] [added: 31,357] | | | $ | [removed: 20,429] [added: 21,578] | | | $ | [removed: 18,190] [added: 20,429] | | | $ | [removed: 18,216] [added: 18,190] | | | $ | [removed: 17,793] [added: 18,216] | |

| Long-term debt | [removed: $] [added: $] | [removed: 5,510] [added: 10,741] | | | $ | [removed: 5,225] [added: 5,510] | | | $ | [removed: 4,495] [added: 5,225] | | | $ | [removed: 4,402] [added: 4,495] | | | $ | [removed: 3,368] [added: 4,402] | |

| Total equity | [removed: $] [added: $] | [removed: 7,584] [added: 7,943] | | | $ | [removed: 7,442] [added: 7,584] | | | $ | [removed: 6,272] [added: 7,442] | | | $ | [removed: 6,602] [added: 6,272] | | | $ | [removed: 7,133] [added: 6,602] | |

| Total shares outstanding (net of treasury shares) | [removed: 504] [added: 504] | | | | [removed: 509] [added: 504] | | | | [removed: 514] [added: 509] | | | | [removed: 522] [added: 514] | | | | [removed: 540] [added: 522] | | |

| Number of employees | [removed: 66,000] [added: 76,000] | | | | [removed: 64,000] [added: 66,000] | | | | [removed: 60,000] [added: 64,000] | | | | 60,000 | | | | [removed: 57,000] [added: 60,000] | | |

| U.S. exchanges — High | [removed: $] [added: $] | [removed: 89.59] [added: 113.94] | | | $ | [removed: 86.54] [added: 89.59] | | | $ | [removed: 69.77] [added: 86.54] | | | $ | [removed: 59.99] [added: 69.77] | | | $ | [removed: 58.74] [added: 59.99] | |

| — Low | [removed: $] [added: $] | [removed: 74.30] [added: 77.85] | | | $ | [removed: 66.75] [added: 74.30] | | | $ | [removed: 50.81] [added: 66.75] | | | $ | [removed: 50.90] [added: 50.81] | | | $ | [removed: 44.25] [added: 50.90] | |

| (a) | Includes the impact of net restructuring costs of [added: $112 million,] $161 million, $40 million, $44 million, [removed: $28 million,] and [removed: $12] [added: $28] million in [added: 2019,] 2018, 2017, [removed: 2016, 2015] [added: 2016] and [removed: 2014, respectively.] [added: 2015, respectively, and JLT integration, restructuring and acquisition related costs of $485 million in 2019 and $12 million in 2018.] |

| | |

| --- | --- |

| (b) | Reflects the adoption of ASC 715 on January 1, 2018, which changed the presentation of net periodic pension cost and net periodic postretirement cost. The Company has restated prior years for this new presentation. |

[removed: MARSH] [added: Marsh] & [removed: McLENNAN COMPANIES, INC. AND SUBSIDIARIES][added: McLennan Companies, Inc. and Subsidiaries]

[removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF [removed: INCOME][added: INCOME]

| [removed: (In] [added: *(In] millions, except per share [removed: figures)] [added: figures)*] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Revenue | | [removed: $] [added: $] | [removed: 14,950] [added: 16,652] | | | $ | [removed: 14,024] [added: 14,950] | | | $ | [removed: 13,211] [added: 14,024] | |

| Compensation and benefits | | [removed: 8,605] [added: 9,734] | | | | [removed: 8,085] [added: 8,605] | | | | [removed: 7,694] [added: 8,085] | | |

| Other operating expenses | | [removed: 3,584] [added: 4,241] | | | | [removed: 3,284] [added: 3,584] | | | | [removed: 3,086] [added: 3,284] | | |

| Operating expenses | | [removed: 12,189] [added: 13,975] | | | | [removed: 11,369] [added: 12,189] | | | | [removed: 10,780] [added: 11,369] | | |

| Operating income | | [removed: 2,761] [added: 2,677] | | | | [removed: 2,655] [added: 2,761] | | | | [removed: 2,431] [added: 2,655] | | |

| Other net benefits credits | | [removed: 215] [added: 265] | | | | [removed: 201] [added: 215] | | | | [removed: 233] [added: 201] | | |