Marsh & McLennan Companies (MRSH) 10-K risk factor changes: FY2021 vs FY2020

- The loss of members of our senior management team or other key [removed: colleagues] [added: colleagues, or our efforts to attract and retain talent,] could have a material adverse effect on our business;

- Failure to maintain our corporate [removed: culture] [added: culture, particularly in a hybrid work environment,] could damage our reputation;

These vendors and third parties may act [added: or fail to act] in ways that could harm our business;

- Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks [added: and uncertainties] that could impact our business;

- [removed: We have significantly increased our] [added: Our current] debt [removed: as a result of the JLT acquisition, which] [added: level] could adversely affect our financial flexibility;

- Mercer’s Investments business is subject to a number of risks, including risks related to [added: market fluctuations,] third-party investment managers, operational [removed: risk,] [added: and technology risks,] conflicts of interest, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business;

[removed: Macroeconomic Risks][added: Macroeconomic Risks]

Global health concerns relating to the ongoing COVID-19 pandemic and related government actions taken to reduce the spread of the virus have [removed: had a dramatic impact on] [added: impacted our workforce and operations and] the [removed: macroeconomic environment,] [added: operations of our clients, third-party vendors] and [added: business partners, and could in] the [removed: outbreak continues to] [added: future] materially [removed: increase economic uncertainty] [added: adversely impact our business, operations] and [removed: reduce economic activity.][added: financial results.]

[removed: may take] [added: We will continue to evolve our business practices as we adopt hybrid working arrangements and evaluate] further [removed: actions] [added: implementing employee vaccine requirements and other health and safety protocols,] as may be required by government authorities or as we determine are in the best interests of our colleagues, clients and business partners.

[removed: The] [added: While the Company expects it will continue to service clients effectively in a remote or hybrid work environment, the] extent to which the COVID-19 outbreak continues to impact our business, results of operations and financial condition will depend on future developments, which remain highly uncertain and are difficult to predict, including the duration and spread of the outbreak, its severity and [removed: strain mutations, the actions to contain the virus and] [added: that of new variants,] the [removed: development and] availability [added: and efficacy] of [removed: effective] treatments and vaccines, and how quickly and to what extent [removed: normal] [added: pre-pandemic] economic and operating conditions [removed: can] resume.

Macroeconomic conditions, [added: including inflation, supply chain challenges, pandemics, a general slowdown in economic growth,] political [removed: events] [added: volatility] and other market conditions around the world affect our clients' businesses and the markets they serve.

These [removed: conditions] [added: conditions, including inflationary expense pressure with our clients,] may reduce demand for our services or depress pricing for those services, which could have a material adverse effect on our results of operations.

[removed: While the British government and] [added: As] the [removed: E.U. negotiated] terms of the withdrawal [removed: in December 2020, the agreement] did not contain resolutions related to financial [added: services and there has not yet been such an agreement, there remains uncertainty on the effect of Brexit on financial] services.

We have significant operations and a substantial workforce in the U.K. With 12,500 colleagues and approximately 16% of our revenue from the U.K., the uncertainty surrounding the implementation and effect of Brexit may cause increased economic [removed: volatility,] [added: volatility or disrupt markets we serve,] affecting our operations and [removed: business.][added: business or causing us to lose clients and colleagues.]

In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which [removed: European Union] [added: E.U.] laws to replace or replicate.

[removed: Technology, Cybersecurity and] [added: Cybersecurity,] Data Protection [added: and Technology] Risks

[added: We have a number of] strategic initiatives involving investments in or partnerships with technology companies as part of our growth strategy, as well as investments in technology and infrastructure to support our own systems.

[removed: Moreover, we face the ongoing] challenge of managing access controls in a complex environment.

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

[removed: These] [added: The] techniques used to obtain unauthorized access or sabotage systems include, among other things, computer viruses, malicious or destructive code, ransomware, social engineering attacks (including phishing and impersonation), hacking and denial-of-service attacks.

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 loss, data unavailability, data corruption or [added: other damage to information technology systems.]

[removed: We are also dependent on third party] vendors to keep their systems patched and secure in order to protect our data.

We have a history of making acquisitions and investments, [removed: and in April 2019 we completed] [added: including] the acquisition of [removed: JLT.][added: JLT in 2019.]

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 [added: liabilities.]

We have [removed: from time to time] experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), [added: vulnerabilities in the software on which we rely,] 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 personal, sensitive, confidential or proprietary information.

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

Improper [removed: disclosure] [added: collection, use disclosure, cross border transfer, and retention] of confidential, personal, or proprietary data could result in regulatory scrutiny, legal and financial liability, or harm to our reputation.

In operating our business and providing services and solutions to clients, [removed: particularly in our Consulting segment,] we store and transfer sensitive employee and client data, including personal data, in and across multiple jurisdictions.

These laws and regulations are [removed: continuously evolving and developing.]

Further, the European Union Court of Justice's "Schrems II" decision and Brexit have created uncertainty with regard to the future of the flow of personal information between the [added: U.S. and E.U and between the] United Kingdom and the E.U., [removed: respectively,] and that uncertainty may impair our ability to offer our existing and planned products and services or increase our cost of doing business.

Following the implementation of the GDPR, other jurisdictions have sought to amend, or propose legislation to amend, their existing data protection laws to align with the requirements of the GDPR with [added: the aim of obtaining an adequate level of data protection to facilitate the transfer of personal data to most jurisdictions from the E.U. Accordingly, the challenges we face in the E.U. will likely also apply to other jurisdictions that adopt laws similar to the GDPR or regulatory frameworks of equivalent complexity.]

For example, Brazil has enacted its general data protection law, the Lei Geral de Proteção de Dados Pessoais, which came into effect in August 2020, China has [removed: proposed] [added: enacted the Personal Information Protection Law] a new comprehensive privacy law, India is considering a new privacy law, Canada is proposing significant changes to [removed: their] [added: its] federal privacy law and Japan has adopted sweeping changes to its privacy law.

[removed: Looking at] [added: In] the U.S. following the passage of the CCPA, California [removed: recently] approved a ballot measure that enacts the California Privacy Rights Act, [removed: making] [added: which makes] extensive modifications to the CCPA.

Additionally, several other states have introduced privacy bills, some more comprehensive than [added: or divergent in key respects from] the CCPA.

There is also continued legislative interest in passing a federal privacy [removed: law which is likely to accelerate under the new U.S. administration.][added: law.]

[removed: 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.

Privacy violations, including unauthorized [added: use] disclosure or transfer of sensitive or confidential client or Company data, whether through systems failure, employee negligence, fraud or misappropriation, by the Company, our vendors or other parties with whom we do business (if they fail to meet the standards we impose) could damage our reputation and subject us to significant litigation, monetary damages, regulatory enforcement actions, fines and criminal prosecution in one or more jurisdictions.

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

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 [removed: 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.]

[added: For example, these claims may include allegations related to losses incurred by policyholders arising from the COVID-19 pandemic, or losses from] cyberattacks associated with policies where cyber risk was not specifically included or excluded in policies, commonly referred to as “silent cyber.” In our Consulting segment, where we increasingly act in a fiduciary capacity through our investments business, such claims could include allegations of damages arising from the provision of consulting, investments, actuarial, pension administration and other services.

- The COVID-19 pandemic has impacted how we work, and the extent to which it will continue to do so and its impact on our future financial results are uncertain;

Moreover, we face the ongoing

In particular, we are at increased risk of a cyberattack when geopolitical tensions are high, as diplomatic events and economic policies may trigger espionage or retaliatory cyber incidents.

We are also dependent on third party

Highly publicized data security breaches, such as the December 2020 large-scale attack on SolarWinds that created security vulnerabilities for public and private organizations around the world may embolden malicious actors to target the IT supply chain and providers of business software.

While we do not believe our operations were affected by the SolarWinds attack, other similar supply chain compromises could have a significant negative impact on our systems and operations.

In April 2021, an unauthorized actor leveraged a vulnerability in a third party's software and gained access to a limited set of data in our environment.

A cyber attack may also result in systems or data being encrypted or otherwise unavailable due to ransomware or other malware.

We collect data from client and individuals located all over the world and leverage systems and teams to process it.

continuously evolving and developing.

A number of states have also adopted laws covering data collected by insurance licensees that include security and breach notification requirements.

We expect that there will continue to be new proposed laws and regulations concerning data

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.

In addition, the financial and operational impact of complying with laws and regulations has increased in the current environment of

increased regulatory activity and enforcement.

Changes with respect to the applicable laws and regulations may impose additional and unforeseen costs on us or pose new or previously immaterial risks to us.

There can be no assurance that current and future government regulations will not adversely affect our business, and we cannot predict new regulatory priorities, the form, content or timing of regulatory actions, and their impact on our business and operations.

We may be unable to retain them, particularly if we do not offer employment terms that are competitive with the rest of the labor market.

It is therefore important for us to

Such challenges include the general mobility of colleagues that has increased as a result of the COVID-19 pandemic as companies experiment with more flexible working models, market dislocation resulting from proposed and actual combinations in the industry, and fostering an inclusive and diverse workplace.

If a colleague joins us from a competitor and is subject to enforceable restrictive covenants, we may not be able to secure client engagements or maximize the colleague's potential.

Over the course of 2021, we hired on a net basis more than 6,000 colleagues across our company.

As a result, our expenses have increased.

Remote and hybrid work arrangement as a result of the COVID-19 pandemic may also negatively impact our ability to maintain and promote our culture, as we believe being together is integral to promoting our culture.

Additionally, the competition for talent has only accelerated with the COVID-19 pandemic and recent dislocation in the market resulting from proposed and actual combinations among our competitors.

In certain sub-segments, we compete in highly fragmented markets or with start-ups that may be able to offer solutions at a lower price or on more favorable conditions.

The COVID-19 pandemic has impacted how we work, and the extent to which it will continue to do so and its impact on our future financial results are uncertain.

Global health concerns relating to the ongoing COVID-19 pandemic and related government actions taken to reduce the spread of the virus impacted our workforce and operations and the operations of our clients, third-party vendors and business partners.

The spread of COVID-19 has caused us to modify our business practices (including continuing to operate in a largely remote model as the pandemic has persisted across the globe, introducing vaccine mandates for certain U.S. colleagues or visitors to be on premises where legally viable to do so, and re-calibrating return-to-office plans with evolving health and safety standards).

There is no certainty how long such policies will remain in effect, or that such measures will be sufficient in creating an effective and productive working environment comparable to pre-pandemic conditions for our colleagues.

In addition, our implementation of employee vaccination requirements may also result in attrition, including of critically skilled colleagues.

For example, in 2020 the COVID-19 pandemic adversely impacted the Company’s revenue growth, primarily in our businesses that are discretionary in nature.

The spread of COVID-19 has caused us to take a number of steps to safeguard our business and colleagues from COVID-19, including implementing travel restrictions, arranging work from home capabilities and transitioning to a hybrid work environment.

In addition, as we prepare to return our workforce in more locations back to the office in 2022, we may experience increased costs as we prepare our facilities for a safe return to work environment and experiment with hybrid work models.

- our net colleague hires and related compensation and benefits expense;

In addition, changes under consideration to the current U.S. tax regime, including to the GILTI minimum tax, further limitations on interest expense deductibility, and a

book minimum tax, could increase the impact of the provision on our results.

In addition, we conduct our operations through four separate businesses.

- The COVID-19 pandemic could have a material adverse effect on our business operations, results of operations, cash flows and financial position;

The COVID-19 pandemic could have a material adverse effect on our business operations, results of operations, cash flows and financial position.

The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns.

Such measures have significantly contributed to decreased levels of business activity of our clients and the industries and markets that we serve.

Governments around the globe have taken steps to mitigate some of the more severe anticipated economic effects of the virus, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.

The outbreak has adversely impacted and is likely to further adversely impact our workforce and operations and the operations of our clients, third-party vendors and business partners.

The spread of COVID-19 has caused us to modify our business practices (including transitioning substantially all of our colleagues to a remote work environment, restricting colleague travel, developing social distancing plans for our colleagues and cancelling physical participation in meetings, events and conferences), and we

There is no certainty how long such policies will remain in effect or that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities.

The ongoing impacts of COVID-19 may affect our ability to generate new business, our overall level of profitability and cash flow, and our liquidity due to a number of macroeconomic and operational factors.

Such factors may include:

- in our Risk and Insurance Services segment, a reduction in demand, pricing and commission for specific lines of coverage most directly affected by COVID-19;

- in our Consulting segment, a reduction in fees or commission due to lower demand for our services as clients cut back on expenses; the impact on our business model for delivering services to clients due to restrictions on travel and movement, and guidance around social distancing; and the impact on profitability and margin of not achieving or maintaining adequate utilization and pricing rates;

- the timeliness and ultimate collectability of our receivables, including as a result of deferrals of premium payments directed by government authorities, which affects our ability to generate sufficient cash flows;

- the impact of disruption in the credit or financial markets, or changes to our credit ratings, which may impact our ability to access capital or repay our significant outstanding indebtedness on favorable terms and our compliance with the covenants contained in the agreements that govern our indebtedness;

- an increase in errors & omissions claims related to losses incurred by policyholders arising from the pandemic;

- the impact of financial market volatility, including our ability to execute timely trades in light of increased trading volume, which may reduce assets under management and revenue for Mercer’s Investments business;

- failure of third parties upon which we rely to meet their obligations to us, or significant disruptions in their ability to meet those obligations in a timely manner, which may be caused by their own financial or operational difficulties;

- the impact of an extended period of remote work arrangements on our business continuity plans, and our ability to continue to provide services to our clients;

- increased risk of phishing and other cybersecurity attacks or unauthorized dissemination of personal, confidential, proprietary or sensitive data caused by remote work arrangements; and

- the potential effects on our internal controls including those over financial reporting as a result of remote work arrangements that are applicable to our team members and business partners.

These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic subsides.

For the year ended December 31, 2020, the COVID-19 pandemic had an adverse impact to the Company’s revenue growth, primarily in our businesses that are discretionary in nature, which was partly mitigated through disciplined expense management by implementing restrictions on travel and other cost containment measures.

However impacts from COVID-19 in 2020 may not be representative of future conditions.

Even after the COVID-19 outbreak subsides, we may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and

subject to change.

We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole.

However, the effects could have a material impact on our results of operations and heighten many of our known risks in this section.

In particular, please see above for detailed risks related to the impact of COVID-19.

Accordingly, there remains inevitable uncertainty on the treatment of financial services and the impact of the other terms of the agreement generally on our businesses.

The effects of Brexit will depend on the agreements the U.K. makes to retain access to European Union markets and the systems put in place to facilitate future trade and economic relationships.

The measures could potentially disrupt the markets we serve and may cause us to lose clients and colleagues.

Any of these factors could affect the demand for our services.

We have a number of

other damage to information technology systems.

For example, in December 2020, it was widely reported that hackers installed malware into business software updates provided by SolarWinds.

The attack was widespread, affecting public and private organizations around the world, including several U.S. government agencies.

While we do not believe our operations were affected by this latest attack, it highlighted the vulnerability of IT supply chains.

liabilities.

We leverage systems and applications that are spread all over the world requiring us to regularly move data across national borders.

The Company’s [removed: 76,000] [added: 83,000] colleagues advise clients in over 130 countries.

With annual revenue [removed: over $17] [added: of nearly $20] billion, the Company helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses.

Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and [removed: pursue] [added: identify and capitalize on] emerging opportunities.

Mercer delivers advice and [removed: technology-driven] solutions that help organizations [removed: redefine the] [added: create a dynamic] world of work, [removed: reshape] [added: shape] retirement and investment outcomes, and unlock health and well being for a changing workforce.

[removed: Oliver] Wyman Group serves as critical strategic, economic and brand advisor to private sector and governmental clients.

We describe the primary sources of revenue and categories of expense for each segment [removed: below,] in [removed: our] [added: the] discussion of segment financial results.

A reconciliation of segment operating income to total operating income is included in Note [removed: 17] [added: 17, Segment Information, in the notes] to the consolidated financial statements included in Part II, Item 8 in this report.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K for the fiscal year ended December 31, [removed: 2019.][added: 2020.]

[removed: In March 2020, the] [added: The] World Health Organization declared [removed: the Coronavirus (COVID-19)] [added: COVID-19] a [removed: pandemic.][added: pandemic in March 2020.]

[removed: The] [added: For almost two years, the] pandemic has impacted [removed: essentially] [added: businesses globally including virtually] every geography in which the Company operates.

On April 1, 2019, the Company completed the acquisition (the "Transaction") of all of the outstanding shares of [removed: Jardine Lloyd Thompson Group plc ("JLT"),] [added: JLT,] a public company organized under the laws of England and Wales.

As of December 31, [removed: 2020,] [added: 2021,] the Company has substantially integrated JLT into all of its business operations.

Please see [removed: the "Risk Factors" section of this Annual Report on Form 10-K for risks associated with the acquisition and] Note [removed: 16] [added: 16, Claims, Lawsuits and Other Contingencies, in the notes] to the consolidated financial [removed: statements] [added: statements,] which discusses certain errors and omission matters related to the acquisition.

[removed: In accordance with applicable accounting guidance,] JLT's results of operations for the period January 1 through March 31, 2019 [removed: and for the year ended 2018] are not included in the Company's results of operations and therefore, affect comparability.

The Company’s results for the years ended December 31, [added: 2021,] 2020 and 2019 were impacted by JLT related [removed: acquisition,] [added: acquisition] restructuring and integration costs as [removed: well as legacy MMC restructuring programs as] discussed in Note [removed: 14] [added: 14, Integration and Restructuring Costs, in the notes] to the consolidated financial statements.

| For the Years Ended December 31, *(In millions, except per share [removed: figures)*] [added: data)*] | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | | $ | [removed: 17,224] [added: 19,820] | | | | | $ | [removed: 16,652] [added: 17,224] | | | | | $ | [removed: 14,950] [added: 16,652] | |

| Compensation and benefits | | | [removed: 10,129] [added: 11,425] | | | | | | [removed: 9,734] [added: 10,129] | | | | | | [removed: 8,605] [added: 9,734] | | |

| Other operating expenses | | | [removed: 4,029] [added: 4,083] | | | | | | [removed: 4,241] [added: 4,029] | | | | | | [removed: 3,584] [added: 4,241] | | |

| Operating expenses | | | [removed: 14,158] [added: 15,508] | | | | | | [removed: 13,975] [added: 14,158] | | | | | | [removed: 12,189] [added: 13,975] | | |

| Operating income | | | $ | [removed: 3,066] [added: 4,312] | | | | | $ | [removed: 2,677] [added: 3,066] | | | | | $ | [removed: 2,761] [added: 2,677] | |

| Income before income taxes | | | $ | [removed: 2,793] [added: 4,208] | | | | | $ | [removed: 2,439] [added: 2,793] | | | | | $ | [removed: 2,244] [added: 2,439] | |

| Net income before non-controlling interests | | | $ | [removed: 2,046] [added: 3,174] | | | | | $ | [removed: 1,773] [added: 2,046] | | | | | $ | [removed: 1,670] [added: 1,773] | |

| Net income attributable to the Company | | | $ | [removed: 2,016] [added: 3,143] | | | | | $ | [removed: 1,742] [added: 2,016] | | | | | $ | [removed: 1,650] [added: 1,742] | |

| – Basic | | | $ | [removed: 3.98] [added: 6.20] | | | | | $ | [removed: 3.44] [added: 3.98] | | | | | $ | [removed: 3.26] [added: 3.44] | |

| – Diluted | | | $ | [removed: 3.94] [added: 6.13] | | | | | $ | [removed: 3.41] [added: 3.94] | | | | | $ | [removed: 3.23] [added: 3.41] | |

| – Basic | | | [removed: 506] [added: 507] | | | | | | 506 | | | | | | 506 | | |

| – Diluted | | | [removed: 512] [added: 513] | | | | | | [removed: 511] [added: 512] | | | | | | 511 | | |

| Shares outstanding at December 31, | | | [removed: 508] [added: 504] | | | | | | [removed: 504] [added: 508] | | | | | | 504 | | |

Consolidated operating income [removed: was $3.1] [added: increased $1.2 billion, or 41% to $4.3] billion in [removed: 2020] [added: 2021] compared [removed: with $2.7] [added: to $3.1] billion in [removed: 2019,] [added: 2020,] reflecting [removed: the impact of] a [removed: 3%] [added: 15%] increase in revenue and [removed: an] [added: a 10%] increase in [removed: expenses of 1%.][added: expenses.]

Diluted earnings per share increased [removed: 16%] [added: 56%] to [removed: $3.94] [added: $6.13] in [removed: 2020] [added: 2021] compared with [removed: $3.41] [added: $3.94] in [removed: 2019.][added: 2020.]

Revenue [removed: increased 8%, reflecting increases of 3%] [added: grew 10%] on an underlying [removed: basis and 1%] [added: basis, 5%] from [added: the impact of] acquisitions, [removed: partly offset by a 1% decrease from] [added: and 2% related to] the impact of foreign currency translation.

[removed: Expense] [added: Consolidated revenue] increased [removed: 3% reflecting decreases of 2%] [added: 10%] on an underlying [removed: basis and 1%] [added: basis, 2%] from the impact of foreign currency [removed: translation, partly offset by an increase of 2%] [added: translation and 3%] from acquisitions.

[removed: The decrease in] [added: Expenses decreased 1% on an] underlying [removed: expenses is primarily] [added: basis] due to lower [removed: JLT integration, restructuring] [added: integration] and [removed: acquisition related] [added: restructuring] costs [added: primarily related to the JLT Transaction] and savings realized from the completion of integration efforts to [removed: date.][added: date, partly offset by higher headcount and incentive compensation.]

[removed: Revenue decreased 2%] [added: This reflects increases of 8%] on an underlying [removed: basis and 1%] [added: basis, 2%] from the impact of [removed: dispositions.][added: foreign currency, and 2% from acquisitions.]

The following [removed: chart] [added: table] summarizes [removed: the activity related to the] restructuring and [removed: noteworthy] [added: other] items discussed in more detail below:

| *(In millions)* | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Restructuring costs, excluding JLT | | | | | | | | | | | | | | | $ | [removed: 89] [added: 70] | | | | | $ | [removed: 112] [added: 89] | | | | | $ | [removed: 161] [added: 112] | |

| JLT integration and restructuring costs | | | | | | | | | | | | | | | [removed: 251] [added: 93] | | | | | | [removed: 335] [added: 251] | | | | | | [removed: —] [added: 335] | | |

| JLT [removed: acquisition related] [added: acquisition-related] costs [added: and other] | | | | | | | | | | | | | | | [removed: 54] [added: 81] | | | | | | [removed: 150] [added: 54] | | | | | | [removed: 12] [added: 150] | | |

Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients.

Oliver

The results of operations in the Management Discussion & Analysis ("MD&A") includes an overview of the Company’s consolidated 2021 results compared to the 2020 results, and should be read in conjunction with the consolidated financial statements and notes.

This section also includes a discussion of the key drivers impacting the Company’s financial results of operations both on a consolidated basis and by reportable segments.

For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal 2019, including the impact from the acquisition of Jardine Lloyd Thompson Group plc ("JLT"), see "Item 7.

*Financial Highlights*

- Consolidated operating income increased $1.2 billion, or 41% to $4.3 billion in 2021 compared to $3.1 billion in 2020.

Net income attributable to the Company was $3.1 billion.

Earnings per share increased 56% to $6.13.

- Risk and Insurance Services revenue for the year 2021 was $12.1 billion, an increase of 17%, or 10% on an underlying basis.

Operating income was $3.1 billion, compared to $2.3 billion in 2020.

- Consulting revenue for the year 2021 was $7.8 billion, an increase of 12%, or 10% on an underlying basis.

Operating income was $1.5 billion, compared with $1.0 billion in 2020.

- In 2021, Marsh McLennan Agency ("MMA") completed a number of transactions, including the acquisition of PayneWest, one of the largest independent agencies in the U.S.

- In December 2021, the Company increased its ownership in Marsh India Insurance Brokers Pvt.

Ltd.("Marsh India") from 49% to 92%.

- For the year ended December 31, 2021, the Company repurchased 7.9 million shares for $1.2 billion.

*•*In 2021, the Company raised $750 million of senior notes and repaid $500 million of senior notes in April 2021, and $500 million in December 2021 due in January 2022.

For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.

Our businesses have been resilient throughout the pandemic and demand for our advice and services remains strong as the global economic conditions continue to improve.

Although the majority of our colleagues continue to work remotely, the Company has provided guidelines on return to the office depending on the level of virus containment and local health and safety regulations in each geography.

The safety and well-being of our colleagues is paramount and the Company expects to continue to service clients effectively in both the remote and in-office environments.

The Company had strong revenue growth in 2021 and benefited from the continued recovery of the global economy.

However, uncertainty remains in the economic outlook and the ultimate extent of the impact of COVID-19 to the Company will depend on future developments that it is unable to predict, including new "waves" of infection from emerging variants of the virus, potential renewed restrictions and mandates by various governments or agencies, and the distribution and uptake of vaccines and vaccine boosters.

Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 17% and 12%, respectively, reflecting the strong demand for our advice and services and the improvement in global economic conditions.

The increase in expense is primarily due to increased headcount and higher incentive compensation.

These increases were partially offset by a reduction in JLT integration costs and the JLT legacy E&O provision recorded in 2020.

The increase is a result of higher operating income, lower interest expense and higher investment gains in 2021 compared to 2020.

Results in 2021 also include a net charge of approximately $110 million related to the re-measurement of deferred tax assets and liabilities due to the enactment of a tax rate increase from 19% to 25% in the U.K. in the second quarter of 2021, offset by no tax impact on the gain from the re-measurement to fair value upon consolidation of the Company's previously held equity method investment in India, tax benefits from share-based compensation and planning that included the utilization of foreign tax credits and postponing the utilization of the losses in the U.K. to a future year when the tax rate will be 25%.

| Changes in contingent consideration | | | | | | | | | | | | | | | 57 | | | | | | 26 | | | | | | 68 | | |

| Legal claims | | | | | | | | | | | | | | | 62 | | | | | | — | | | | | | — | | |

| Gain on consolidation of business | | | | | | | | | | | | | | | (267) | | | | | | — | | | | | | — | | |

| Disposal of businesses | | | | | | | | | | | | | | | (49) | | | | | | (8) | | | | | | 1 | | |

| Other | | | | | | | | | | | | | | | — | | | | | | 5 | | | | | | 8 | | |

| Impact on operating income | | | | | | | | | | | | | | | $ | (22) | | | | | $ | 578 | | | | | $ | 674 | |

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

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

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

- Changes in contingent consideration: Primarily includes the change in fair value of contingent consideration related to acquisitions and dispositions as measured each quarter.

The Company has incurred JLT integration and restructuring costs of $679 million through 2021 and expects to incur the remaining $46 million in 2022, primarily related to real estate and technology, of which approximately $42 million will be cash expenditures.

Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions.

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

For information on fiscal 2018 results and similar comparisons, see "Item 7.

Governments implemented various restrictions around the world, including closure of non-essential businesses, travel, shelter-in-place requirements for citizens and other restrictions.

The Company has taken a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, arranging work from home capabilities and flexible work policies.

In the second and third quarters of 2020, the Company began re-opening offices in various locations around the world, while ensuring that it continued to adhere to guidelines and orders issued by national, state and local governments.

The timing of additional office re-openings will vary based on the conditions and restrictions in each location.

In the fourth quarter, there was a surge in COVID-19 infections in many parts of the world, leading to renewed lock-downs and increased government restrictions.

The safety and well-being of our colleagues continues to be our first priority.

Several vaccines have been or are in various stages of approval.

However, the speed of distribution and the impact on colleagues' ability to return to the office remains uncertain.

The vast majority of the Company’s colleagues have continued and will continue working in a remote work environment for most of 2021.

The Company expects it will continue its ability to service clients effectively while colleagues remain in a remote work environment.

For the year ended December 31, 2020, the COVID-19 pandemic had an adverse impact on the Company’s revenue growth, primarily in our businesses that are discretionary in nature, which was partly mitigated through disciplined expense management by implementing restrictions on travel and other cost containment measures.

However, the ultimate extent of the COVID-19 impact to the Company will depend on numerous evolving factors and future developments that it is not able to predict.

Factors that could adversely affect the Company’s financial statements related to the financial and operational impact of COVID-19 are outlined in the "Risk Factors” section of this report.

In accordance with the terms of the Transaction, JLT shareholders received £19.15 in cash for each JLT share, which valued JLT’s existing share capital at approximately £4.3 billion (or approximately $5.6 billion based on the exchange rate of U.S. $1.31:£1) on the Transaction closing date.

On an underlying basis, revenue increased 1%, reflecting an increase of 3% in Risk & Insurance Services offset by a decrease in Consulting of 2%.

On an underlying basis, expenses decreased 2%, reflecting a decrease in JLT

integration and restructuring and acquisition-related costs and savings realized from the completion of integration efforts to date.

The expense decrease also reflects lower travel and entertainment, meeting costs and outside services resulting from the Company’s restrictions on travel and cost containment measures taken in light of COVID-19 and lower expenses recoverable from clients.

These decreases were partly offset by higher incentive compensation, severance and a JLT legacy E&O provision of $161 million recorded in 2020, which is discussed in Note 16 of the consolidated financial statements.

Income before income taxes increased 14% to $2.8 billion as compared to $2.4 billion in 2019, reflecting the change in operating income discussed in the preceding paragraph, partially offset by lower investment income.

This increase is a result of the factors discussed above, and a lower effective tax rate in 2020.

Risk and Insurance Services operating income increased $513 million, or 28%, in 2020 compared with 2019.

The decrease also reflects lower travel and entertainment and meeting costs resulting from the Company’s restrictions on travel and cost containment measures taken in light of COVID-19, partly offset by higher severance.

Consulting operating income decreased $216 million, or 18%, to $1.0 billion in 2020 compared with 2019, reflecting the impact of a decrease in revenue of 2% and an increase in expense of 1%.

On an underlying basis, expense increased 1% primarily due to a JLT legacy E&O provision of $161 million recorded in 2020, higher JLT integration and restructuring related costs as well as higher severance, partly offset by lower travel, entertainment and meeting costs resulting from the Company’s restrictions on travel and cost containment measures taken in light of COVID-19 and lower expenses recoverable from clients.

| Impact on operating income | | | | | | | | | | | | | | | 555 | | | | | | 597 | | | | | | 173 | | |

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

| Pension settlement charges | | | | | | | | | | | | | | | 3 | | | | | | 7 | | | | | | 42 | | |

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

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

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

| Impact on income before taxes | | | | | | | | | | | | | | | $ | 558 | | | | | $ | 672 | | | | | $ | 769 | |

- JLT integration and restructuring costs: Includes severance, lease related exit costs as well as consulting costs from the JLT Transaction.

Also includes the loss on the sale of JLT's aerospace business, which is included in revenue.

- Change in fair value of acquisition related derivatives: In connection with the 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 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 was recognized in the consolidated statement of income for the year ended December 31, 2018, largely due to the depreciation of the GBP from September 2018.

Interest income generated from the Company’s [added: cash,] cash [removed: investments as well as invested] [added: equivalents, and cash and cash equivalents held in a] fiduciary [removed: funds] [added: capacity] will vary with the general level of interest rates.

| *(In [removed: millions of dollars)*] [added: millions)*] | | | December 31, [removed: 2020] [added: 2021] | | |

Based on the above balances, if short-term interest rates increased or decreased by 10%, or [removed: 3] [added: 1] basis [removed: points,] [added: point,] over the [removed: full] [added: course of the] year, annual interest income, including interest earned on [added: cash and cash equivalents held in a] fiduciary [removed: funds,] [added: capacity,] would increase or decrease by approximately [removed: $2] [added: $1] million.

In addition to interest rate risk, our cash investments and fiduciary [removed: fund] [added: cash] investments are subject to potential loss of value due to counter-party credit risk.

The Company carefully monitors its [added: cash,] cash [added: equivalents,] and [added: cash and cash equivalents held in a] fiduciary [removed: fund investments] [added: capacity,] and will further restrict the portfolio as appropriate to market conditions.

The majority of [added: cash,] cash [added: equivalents] and [added: cash and cash equivalents held in a] fiduciary [removed: fund investments] [added: capacity] are invested in short-term bank deposits and liquid money market funds.

As such, under normal circumstances, the U.S. dollar translation of both the revenues and expenses, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally [removed: tends] [added: tend] to mitigate the impact on net operating income of foreign currency risk.

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: 2020,] [added: 2021,] the Company estimates net operating income would increase or decrease by approximately [removed: $39] [added: $57] million.

In Continental Europe, the largest amount of revenue from renewals for the Risk [removed: &] [added: and] Insurance Services segment occurs in the first quarter.

The Company holds investments in both public and private companies as well as private equity funds, including investments of approximately [removed: $72] [added: $75] million that are valued using readily determinable fair values and approximately [removed: $33] [added: $36] million of investments without readily determinable fair values.

The Company also has investments of approximately [removed: $280] [added: $207] million that are accounted for using the equity method.

At December 31, [removed: 2020,] [added: 2021,] the Company owns approximately 14% of the common stock of [removed: AF,] [added: Alexander Forbes ("AF"),] a South African company listed on the Johannesburg Stock Exchange.

The investment in AF is accounted at fair value, with unrealized gains and losses recorded as investment income [added: (loss)] in the consolidated statement of income.

The fair value of this investment at December 31, [removed: 2020] [added: 2021] was approximately [removed: $54] [added: $57] million.

See Note [removed: 16 ("Claims,] [added: 16, Claims,] Lawsuits and Other [removed: Contingencies")] [added: Contingencies, in the notes] to the consolidated financial statements included in this report.

| Cash and cash equivalents | | | $ | 1,752 | |

| Cash and cash equivalents held in a fiduciary capacity | | | $ | 9,622 | |

| Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits | | | $ | 2,089 | |

| Fiduciary cash and investments | | | $ | 8,585 | |

References in this report to "we", "us" and "our" are to Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the [removed: "Company"),] [added: "Company" or "Marsh McLennan"),] unless the context otherwise requires.

[removed: The Company] [added: Marsh McLennan] is [removed: a global] [added: the world's leading] professional services firm [removed: offering clients advice] in the areas of risk, strategy and people.

The Company's [removed: 76,000] [added: 83,000] colleagues advise clients in over 130 countries.

With annual revenue of [removed: $17] [added: nearly $20] billion, [removed: the Company] [added: Marsh McLennan] helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses.

Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and [removed: pursue] [added: identify and capitalize on] emerging opportunities.

Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and [removed: wellbeing] [added: well being] for a changing workforce.

Oliver Wyman [removed: Group] serves as [added: a] critical strategic, economic and brand advisor to private sector and governmental clients.

The Risk and Insurance Services segment generated approximately [removed: 60%] [added: 61%] of the Company's total revenue in [removed: 2020] [added: 2021] and employs approximately [removed: 44,100] [added: 48,800] colleagues worldwide.

Marsh is the [added: world's] leading [removed: global] insurance broker and risk advisor, serving companies, institutions and individuals.

Currently, approximately [removed: 41,000] [added: 45,400] Marsh colleagues provide risk management, insurance broking, insurance program [removed: management services,] [added: management,] 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: 50%] [added: 52%] of the Company's total revenue in [removed: 2020.][added: 2021.]

The firm’s resources also include nearly three dozen specialty and industry practices, including cyber, [added: marine, renewable energy, healthcare, and] financial and professional service practices, along with [removed: a growing] [added: ESG products such as our D&O insurance initiative recognizing U.S. based clients with superior ESG frameworks, and an established] employee health & benefits business.

In addition, Marsh’s largest global clients are serviced by [removed: Multinational Client Services,] [added: Marsh Multinational,] a dedicated team of colleagues from around the world focused on delivering service excellence and insurance solutions to clients wherever they are located.

- Marsh [removed: JLT] Specialty.

[removed: The new] [added: This] 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.

Marsh [removed: JLT] Specialty [removed: has bolstered Marsh’s leadership as] [added: is] a [added: leading] global specialty broker.

Corporate. Middle market clients are served by Marsh’s brokerage operations [removed: globally and constitute] [added: globally; the Corporate segment constitutes] a substantial majority of clients served by Marsh & McLennan Agency (MMA) in the United [removed: States] [added: States,] and [added: a] large [removed: portions] [added: portion] of Marsh’s international business.

Since its first acquisition in 2009, MMA has acquired [removed: 82] [added: 94] agencies.

- Victor Insurance [removed: Holdings] [added: Holdings (Victor)] is one of the largest underwriting managers of professional liability and specialty insurance programs worldwide.

In the United States, Victor Insurance Managers (US) and ICAT Managers deliver risk management and insurance solutions to [removed: over 125,000] insureds through a national third-party distribution network of licensed brokers.

Through Dovetail Managing General Agency, a small business platform, Victor [removed: Insurance Managers (US)] deploys cloud-based technology to enable 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.

Victor Insurance Managers (Canada), a leading managing general agent in [removed: Canada with over 43,000 insureds,] [added: Canada,] delivers professional liability and construction [removed: insurance, as well as] [added: insurance and administers] group and retiree benefits programs and claims handling [added: operations] for individuals, organizations and businesses.

[added: Victor also has a business] in the UK [removed: (where it was formerly known as Bluefin Underwriting)] and in Europe, where [removed: new] businesses have been launched in the Netherlands, Italy and Germany.

- High Net Worth [removed: (HNW)] [added: (HNW).] Individual high net worth clients and family offices are serviced by MMA and other Marsh personal lines businesses globally.

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

Marsh Captive [removed: Solutions serves more than 1,350] [added: Solutions*,* a prominent part of the Marsh Advisory practice, provides services to] captive facilities, including single-parent captives, reinsurance pools and risk retention groups.

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

[removed: Torrent Technologies is] [added: In addition, Victor manages Torrent Technologies,] a service provider to Write Your Own (WYO) insurers participating in the National [removed: Flood Insurance Program (NFIP) in the United States.]

Torrent offers [removed: a comprehensive suite of] both NFIP and private and excess flood insurance products and services to WYO companies and agents.

Bowring Marsh uses placement expertise in major international insurance market hubs, including Bermuda, [removed: Brazil,] China, United Arab Emirates, Ireland, Spain, United Kingdom, the United States, Singapore, Japan and Switzerland, and an integrated global network to secure advantageous terms and conditions for its clients throughout the world.

Guy Carpenter, the Company’s reinsurance intermediary and advisor, generated approximately [removed: 10%] [added: 9%] of the Company's total revenue in [removed: 2020.][added: 2021.]

Currently, approximately [removed: 3,100] [added: 3,400] Guy Carpenter colleagues provide clients with a combination of specialized reinsurance broking expertise, strategic advisory services and analytics solutions.

Guy Carpenter provides reinsurance services in a broad range of centers of excellence and segments, including: Automobile / Motor, Aviation, [added: Captives,] Crop/Agriculture, Cyber, D&O/Non-Medical Professional, Engineering / Construction, Environmental, [removed: GL & Umbrella,] [added: Financial Lines,] Health, [added: InsurTech,] Life, Marine and Energy, Medical Professional, [added: Personal Lines,] Mortgage, Political Risk & Trade Credit, [added: Primary & Excess Casualty,] Program Manager Solutions, Property, Public Sector, [added: Regional / Mutual,] Retrocessional Reinsurance, Surety, Terror, and Workers Compensation / Employer Liability.

GC Securities, the Guy Carpenter division of MMC Securities LLC and MMC Securities (Europe) Limited, offers corporate finance solutions, including mergers & acquisitions [added: advice] and private debt and equity capital raising, and capital markets-based risk transfer solutions that complement Guy Carpenter's strong industry relationships, analytical capabilities and reinsurance expertise.

This other compensation includes, among other things, payments for consulting and analytics services provided to insurers; compensation for administrative and other services (including fees for [added: underwriting] services [added: and services] provided to or on behalf of insurers relating to the administration and management of quota shares, panels and other facilities in which insurers participate); and contingent commissions, which are paid by insurers based on factors such as volume or profitability of Marsh's placements, primarily driven by MMA and parts of Marsh's international operations.

The Company's Consulting segment generated approximately [removed: 40%] [added: 39%] of the Company's total revenue in [removed: 2020] [added: 2021] and employs approximately [removed: 29,700] [added: 31,200] colleagues worldwide.

Mercer delivers advice and [removed: digital] solutions that help organizations meet the health, wealth and career needs of a changing workforce.

Mercer has approximately [removed: 24,700] [added: 25,700] colleagues based in [removed: 43] [added: 48] countries.

Clients include a majority of the companies in the Fortune 1000 and FTSE 100, as well as medium- and small-market organizations, public sector [removed: employees] [added: entities] and individual customers.

Mercer generated approximately [removed: 28%] [added: 26%] of the Company's total revenue in [removed: 2020.][added: 2021.]

Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients.

Flood Insurance Program (NFIP) in the United States.

Mercer Marsh Benefits provides health benefits brokerage services and consulting to clients of all sizes in numerous countries across the globe, outside of the United States.

As described below, Mercer and Marsh go to market together to provide strategic advice and services to minimize risk, optimize benefits structure, and maximize employee engagement.

Mercer provides solutions for private active and retiree exchanges in the United States.

The scope and nature of the services vary by insurer and geography.

Mercer also provides wealth management services to financial intermediary firms and individuals.

Mercer’s clients invest in both traditional asset classes (e.g., equities, fixed income and cash equivalents) and alternative or private market strategies (e.g., private equity, private debt, real estate, other real assets and hedge funds).

Mercer also provides advice relating to people and benefits-related issues to buyers and sellers in a variety of types of M&A transactions.

Mercer is compensated for advice and services through fees paid by clients, commissions and fees based on assets or members.

colleagues.

In the European Union, Guy Carpenter uses MMC Securities (Ireland) Limited, which is authorized and regulated by the Central Bank of Ireland to place certain securities and investments in the European Union.

MMC

third-party insurance placements.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Since 2008, Marsh McLennan has had a framework for overseeing and managing the company’s corporate responsibility initiatives at the Board and senior management levels.

Consistent with our ESG philosophy, we believe our commitment to sustainability starts at home.

We also believe that Marsh McLennan is well positioned to help our clients tackle the challenges of climate resilience.

We are committed to developing innovative solutions to help move the world towards a more sustainable future.

Our ESG Report discloses against aspects of the Task Force on Climate-related Financial Disclosures, Sustainability Accounting Standards Board and Global Reporting Initiative standards and describes the six UN Sustainable Development Goals we have prioritized that most relate to our business.

Our ESG Report, Pay Equity Statement, statement on Human Rights and related information is available on our website at marshmclennan.com/about/esg.html.

These reports and our website are not deemed part of this report and are not incorporated by reference.

Through the Hub, people managers have access to suggested learning, webinars and resources to support development and provide guidance for leading with clarity and inclusion.

In 2021, we expanded questions on health and well-being, inclusion and diversity, and ethics and integrity.

Collective survey outcomes allow us to identify opportunities and monitor the evolution of our culture over time.

Supporting our colleagues as they navigate changing circumstances—health and economic challenges, new technologies and social inequities—has been our priority in 2021.

In this role, he works closely with Marsh McLennan President and CEO Dan Glaser to realize the enterprise’s overall strategic business and operational objectives.

Prior to starting his current role in January 2022, Mr. Doyle served as President and Chief Executive Officer of Marsh from 2017 to 2021, and President of Marsh from 2016 to 2017.

An industry veteran with over 30 years of management experience in commercial insurance underwriting and brokerage, Mr. Doyle began his career at AIG.

She also serves as Vice Chair of Marsh McLennan.

Prior to assuming this role in January 2022, he was President of Guy Carpenter, overseeing the North America, International, Specialty and Global Strategic Advisory business units.

Prior to joining Guy Carpenter, Mr. Klisura was President of Marsh Global Placement and Advisory Services, leading property and casualty placement activities globally, as well as leading Bowring Marsh, the Insurer Consulting Group, and Marsh Advisory.

He joined Marsh in 1993 and held several key global leadership roles including President of Global Specialties.

Martin South, age 57, is President and Chief Executive Officer of Marsh, a position he assumed in January 2022, and oversees all of Marsh’s businesses and operations globally.

He also serves as Vice Chair of Marsh McLennan.

With more than 30 years in the insurance industry, Mr. South joined Marsh for the first time in 1985 with Bowring Marsh, a Marsh McLennan broking unit.

His industry experience includes senior leadership roles at Zurich Financial Services, where he was a member of the Group Management Board, responsible for all of Zurich’s operations outside of North America and Europe, and CEO of Zurich’s London operations.

Since rejoining Marsh in 2007, Mr. South has served as CEO of Marsh’s Asia-Pacific region, CEO of Marsh UK and Ireland, CEO of Marsh Europe and CEO of Marsh US and Canada.

Nicholas Studer, age 48, is Chief Executive Officer of Oliver Wyman, a role he assumed in July of 2021.

He also serves as Vice Chair of Marsh McLennan.

Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions.

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").

Victor has a growing business

In addition, through proprietary survey data and

See Part I, Item 1A

In addition, trustee services, investment services (including advice to persons, institutions and other entities on the investment of pension assets and assumption of discretionary

outsourcing operations affiliated with accounting, information systems, technology and financial services firms.

goals, performance, career aspirations and development opportunities.

In 2020, we published a set of People Manager Practices, centered around managing inclusively, that define what effective people management looks like.

In 2020, a record number of colleagues completed the survey.

As in the past, we continue to use the survey responses to help inform the ongoing development of a vibrant and inclusive culture.

Supporting our colleagues as they navigate the unprecedented challenges of COVID-19 has been our highest priority in 2020 and our teams have responded by working in innovative ways.

Refer to "Recent Developments" included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for information on our response to the COVID-19 pandemic.

Dominic Burke, age 62, is Vice Chair of Marsh & McLennan Companies.

He joined the firm in 2019 with 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 U.K. 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 U.K.

He oversees all of Marsh’s businesses and operations globally.

Mr. Doyle was named CEO of Marsh in July 2017, having joined Marsh & McLennan Companies as President of Marsh in April 2016.

Prior to that, he was Chief Executive Officer of AIG’s commercial insurance businesses.

Previously, he was Global Chairman of Willis Re from March 2011 to June 2015.

Prior to that, Mr. Hearn served as the company’s Global CEO from February 2005 to March 2011, during which time he was also a member of the Willis Group Executive Committee.

Mr. Hearn began his reinsurance career in 1978 with Willis Faber and Dumas, working in the North American casualty, facultative, marine, and North American reinsurance divisions until 1981, when he joined Towers Perrin Forster and Crosby.

Mr. Hearn joined Willis Re as a Senior Vice President in 1994.

Scott McDonald, age 54, is Vice Chair, Marsh & McLennan Companies and President and Chief Executive Officer of Oliver Wyman Group.

Prior to assuming this role in January 2014, Mr. McDonald was President of Oliver Wyman.

Before becoming President of Oliver Wyman in 2012, Mr. McDonald was the Managing Partner of Oliver Wyman's Financial Services practice and has held a number of senior positions, including the Global head of the Corporate & Institutional Banking Practice.

Before joining Oliver Wyman in 1995, he was an M&A investment banker with RBC Dominion Securities in Toronto.

AVAILABLE INFORMATION

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

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately 53,818,358,381 computed by reference to the closing price of such stock as reported on the New York Stock Exchange on June 30, [removed: 2020.][added: 2021.]

As of February [removed: 12, 2021,] [added: 10, 2022,] there were outstanding [removed: 508,186,561] [added: 502,765,629] shares of common stock, par value $1.00 per share, of the registrant.

Portions of Marsh & McLennan Companies, Inc.’s Notice of Annual Meeting and Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders (the [removed: "2021] [added: "2022] Proxy Statement") are incorporated by reference in Part III of this Form 10-K.

These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and [removed: "would."][added: "would".]

- the impact from [removed: lawsuits, other contingent liabilities and loss contingencies] [added: lawsuits or investigations] arising from errors and omissions, [removed: breach] [added: breaches] of fiduciary duty or other claims against [removed: us, including claims related to pandemic coverage;][added: us in our capacity as a broker or investment advisor;]

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

- our ability to manage risks associated with our investment management and related services business, particularly in the context of uncertain equity markets, including our ability to execute timely trades in light of increased trading volume and to manage potential conflicts of [removed: interest between investment consulting and fiduciary management services;][added: interest;]

- our ability to [removed: attract and] [added: attract,] retain [added: and fully develop] industry leading talent;

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

- the impact of changes in tax laws, guidance and interpretations, or disagreements with tax [removed: authorities, particularly due to the change in U.S. presidential administration.][added: authorities; and]

Further information concerning Marsh [removed: &] McLennan [removed: Companies] and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section in Part I, Item 1A of this report and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section in Part II, Item 7 of this report.

[removed: We] [added: Accordingly, we] caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made.

[removed: We undertake] [added: The Company undertakes] no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

| [Information Concerning Forward-Looking [removed: Statements](#idcd855dfd2424ca090a3dbd3031da2a8_7)] [added: Statements](#ic0784769c6924e408557556ff6d598ec_7)] | | | | | | [removed: [i](#idcd855dfd2424ca090a3dbd3031da2a8_7)] [added: [i](#ic0784769c6924e408557556ff6d598ec_7)] | | |

| Item 1 — | | | [removed: [Business](#idcd855dfd2424ca090a3dbd3031da2a8_16)] [added: [Business](#ic0784769c6924e408557556ff6d598ec_16)] | | | [removed: [1](#idcd855dfd2424ca090a3dbd3031da2a8_16)] [added: [1](#ic0784769c6924e408557556ff6d598ec_16)] | | |

| Item 1A — | | | [Risk [removed: Factors](#idcd855dfd2424ca090a3dbd3031da2a8_19)] [added: Factors](#ic0784769c6924e408557556ff6d598ec_19)] | | | [removed: [14](#idcd855dfd2424ca090a3dbd3031da2a8_19)] [added: [14](#ic0784769c6924e408557556ff6d598ec_19)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#idcd855dfd2424ca090a3dbd3031da2a8_22)] [added: Comments](#ic0784769c6924e408557556ff6d598ec_22)] | | | [removed: [33](#idcd855dfd2424ca090a3dbd3031da2a8_22)] [added: [33](#ic0784769c6924e408557556ff6d598ec_22)] | | |

| Item 2 — | | | [removed: [Properties](#idcd855dfd2424ca090a3dbd3031da2a8_25)] [added: [Properties](#ic0784769c6924e408557556ff6d598ec_25)] | | | [removed: [33](#idcd855dfd2424ca090a3dbd3031da2a8_25)] [added: [33](#ic0784769c6924e408557556ff6d598ec_25)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#idcd855dfd2424ca090a3dbd3031da2a8_28)] [added: Proceedings](#ic0784769c6924e408557556ff6d598ec_28)] | | | [removed: [34](#idcd855dfd2424ca090a3dbd3031da2a8_28)] [added: [34](#ic0784769c6924e408557556ff6d598ec_28)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#idcd855dfd2424ca090a3dbd3031da2a8_31)] [added: Disclosures](#ic0784769c6924e408557556ff6d598ec_31)] | | | [removed: [34](#idcd855dfd2424ca090a3dbd3031da2a8_31)] [added: [34](#ic0784769c6924e408557556ff6d598ec_31)] | | |

| Item 5 — | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idcd855dfd2424ca090a3dbd3031da2a8_37)] [added: Securities](#ic0784769c6924e408557556ff6d598ec_37)] | | | [removed: [35](#idcd855dfd2424ca090a3dbd3031da2a8_37)] [added: [35](#ic0784769c6924e408557556ff6d598ec_37)] | | |

| Item 6 — | | | [Selected Financial [removed: Data](#idcd855dfd2424ca090a3dbd3031da2a8_40)] [added: Data](#ic0784769c6924e408557556ff6d598ec_40)] | | | [removed: [36](#idcd855dfd2424ca090a3dbd3031da2a8_40)] [added: [36](#ic0784769c6924e408557556ff6d598ec_40)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idcd855dfd2424ca090a3dbd3031da2a8_43)] [added: Operations](#ic0784769c6924e408557556ff6d598ec_43)] | | | [removed: [37](#idcd855dfd2424ca090a3dbd3031da2a8_43)] [added: [37](#ic0784769c6924e408557556ff6d598ec_43)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idcd855dfd2424ca090a3dbd3031da2a8_46)] [added: Risk](#ic0784769c6924e408557556ff6d598ec_46)] | | | [removed: [59](#idcd855dfd2424ca090a3dbd3031da2a8_46)] [added: [55](#ic0784769c6924e408557556ff6d598ec_46)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#idcd855dfd2424ca090a3dbd3031da2a8_49)] [added: Data](#ic0784769c6924e408557556ff6d598ec_49)] | | | [removed: [61](#idcd855dfd2424ca090a3dbd3031da2a8_49)] [added: [57](#ic0784769c6924e408557556ff6d598ec_49)] | | |

| Item 9 — | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idcd855dfd2424ca090a3dbd3031da2a8_142)] [added: Disclosure](#ic0784769c6924e408557556ff6d598ec_142)] | | | [removed: [122](#idcd855dfd2424ca090a3dbd3031da2a8_142)] [added: [117](#ic0784769c6924e408557556ff6d598ec_142)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#idcd855dfd2424ca090a3dbd3031da2a8_145)] [added: Procedures](#ic0784769c6924e408557556ff6d598ec_145)] | | | [removed: [122](#idcd855dfd2424ca090a3dbd3031da2a8_145)] [added: [117](#ic0784769c6924e408557556ff6d598ec_145)] | | |

| Item 9B — | | | [Other [removed: Information](#idcd855dfd2424ca090a3dbd3031da2a8_148)] [added: Information](#ic0784769c6924e408557556ff6d598ec_148)] | | | [removed: [124](#idcd855dfd2424ca090a3dbd3031da2a8_148)] [added: [119](#ic0784769c6924e408557556ff6d598ec_148)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#idcd855dfd2424ca090a3dbd3031da2a8_154)] [added: Governance](#ic0784769c6924e408557556ff6d598ec_154)] | | | [removed: [125](#idcd855dfd2424ca090a3dbd3031da2a8_154)] [added: [120](#ic0784769c6924e408557556ff6d598ec_154)] | | |

| Item 11 — | | | [Executive [removed: Compensation](#idcd855dfd2424ca090a3dbd3031da2a8_157)] [added: Compensation](#ic0784769c6924e408557556ff6d598ec_157)] | | | [removed: [125](#idcd855dfd2424ca090a3dbd3031da2a8_157)] [added: [120](#ic0784769c6924e408557556ff6d598ec_157)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idcd855dfd2424ca090a3dbd3031da2a8_160)] [added: Matters](#ic0784769c6924e408557556ff6d598ec_160)] | | | [removed: [125](#idcd855dfd2424ca090a3dbd3031da2a8_160)] [added: [120](#ic0784769c6924e408557556ff6d598ec_160)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idcd855dfd2424ca090a3dbd3031da2a8_163)] [added: Independence](#ic0784769c6924e408557556ff6d598ec_163)] | | | [removed: [125](#idcd855dfd2424ca090a3dbd3031da2a8_163)] [added: [120](#ic0784769c6924e408557556ff6d598ec_163)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#idcd855dfd2424ca090a3dbd3031da2a8_166)] [added: Services](#ic0784769c6924e408557556ff6d598ec_166)] | | | [removed: [125](#idcd855dfd2424ca090a3dbd3031da2a8_166)] [added: [120](#ic0784769c6924e408557556ff6d598ec_166)] | | |

| Item 15 — | | | [Exhibits and Financial Statement [removed: Schedules](#idcd855dfd2424ca090a3dbd3031da2a8_172)] [added: Schedules](#ic0784769c6924e408557556ff6d598ec_172)] | | | [removed: [126](#idcd855dfd2424ca090a3dbd3031da2a8_172)] [added: [121](#ic0784769c6924e408557556ff6d598ec_172)] | | |

| Item 16 — | | | [Form 10-K [removed: Summary](#idcd855dfd2424ca090a3dbd3031da2a8_175)] [added: Summary](#ic0784769c6924e408557556ff6d598ec_175)] | | | [removed: [140](#idcd855dfd2424ca090a3dbd3031da2a8_175)] [added: [134](#ic0784769c6924e408557556ff6d598ec_175)] | | |

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

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

| Auditor Name: | | | Deloitte & Touche LLP | | | Auditor Location: | | | New York, New York | | | Auditor Firm ID: | | | 34 | | |

- the increasing prevalence of ransomware, supply chain and other forms of cyber attacks, and their potential to disrupt our operations and result in the disclosure of confidential client or company information;

- the impact of and uncertainty around COVID-19;

- the impact of macroeconomic, political or market conditions on us, our clients and the industries in which we operate, including from inflation, foreign exchange and interest rate fluctuations;

Marsh McLennan and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently.

| Signatures | | | | | | [135](#ic0784769c6924e408557556ff6d598ec_178) | | |

- the financial and operational impact of COVID-19 on our revenue and ability to generate new business, our overall level of profitability and cash flow, and our liquidity, including the timeliness and collectability of our receivables;

- the impact of investigations, reviews, or other activity by regulatory or law enforcement authorities, including the ongoing U.K. FCA review of legacy JLT enhanced transfer value advice;

- our ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary information, particularly given the increased risk of supply chain attacks and other cybersecurity attacks or unauthorized dissemination of information caused by remote work arrangements;

- our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster, government unrest or otherwise;

| Signatures | | | | | | [141](#idcd855dfd2424ca090a3dbd3031da2a8_178) | | |

The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock during [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and each quarterly period thereof:

| | | | | | | [removed: 2020] [added: 2021] Stock Price Range | | | | | | | | | | | | [removed: 2019] [added: 2020] Stock Price Range | | | | | | | | |

| First Quarter | | | | | | [removed: $119.88] [added: $122.09] | | | | | | [removed: $74.33] [added: $106.95] | | | | | | [removed: $94.96] [added: $119.88] | | | | | | [removed: $77.85] [added: $74.33] | | |

| Second Quarter | | | | | | [removed: $111.99] [added: $141.41] | | | | | | [removed: $78.95] [added: $121.31] | | | | | | [removed: $100.20] [added: $111.99] | | | | | | [removed: $91.67] [added: $78.95] | | |

| Third Quarter | | | | | | [removed: $120.97] [added: $162.26] | | | | | | [removed: $106.83] [added: $137.85] | | | | | | [removed: $103.37] [added: $120.97] | | | | | | [removed: $94.81] [added: $106.83] | | |

| Fourth Quarter | | | | | | [removed: $119.31] [added: $175.12] | | | | | | [removed: $102.11] [added: $151.37] | | | | | | [removed: $113.94] [added: $119.31] | | | | | | [removed: $95.00] [added: $102.11] | | |

| Full Year | | | | | | [removed: $120.97] [added: $175.12] | | | | | | [removed: $74.33] [added: $106.95] | | | | | | [removed: $113.94] [added: $120.97] | | | | | | [removed: $77.85] [added: $74.33] | | |

[removed: There were no repurchases] [added: The Company did not repurchase any] of [removed: the Company's] [added: its] common stock during 2020.

As of December 31, [removed: 2020,] [added: 2021,] the Company remained authorized to repurchase up to approximately [removed: $2.4] [added: $1.3] billion in shares of its common stock.

The Company repurchased approximately 7.9 million shares of its common stock for $1.2 billion during 2021.

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

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

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

| Oct 1-31, 2021 | | | | | | 1,475,602 | | | | | | $ | 161.0195 | | | | | 1,475,602 | | | | | | $ | 1,451,375,478 | |

| Nov 1-30, 2021 | | | | | | 602,124 | | | | | | $ | 165.0611 | | | | | 602,124 | | | | | | $ | 1,351,988,213 | |

| Dec 1-31, 2021 | | | | | | 517,573 | | | | | | $ | 170.0475 | | | | | 517,573 | | | | | | $ | 1,263,976,239 | |

| Total | | | | | | 2,595,299 | | | | | | $ | 163.7576 | | | | | 2,595,299 | | | | | | $ | 1,263,976,239 | |

As February 10, 2022, there were 4,365 stockholders of record.

For information regarding dividends paid and the number of holders of the Company’s common stock, see the table entitled "Selected Quarterly Financial Data and Supplemental Information (Unaudited)" below on the last page of Part II, Item 8 ("Financial Statements and Other Supplementary Data") of this report.

On November 19, 2020, the SEC adopted amendments to Regulation S-K (the "Amendments”), which modernize, simplify and enhance certain financial disclosure requirements.

The Amendments are effective for fiscal years ending on or after August 9, 2021.

The Company adopted the Amendments to Regulation S-K for the year-ended December 31, 2021 and elected to exclude Item 6.

Selected Financial Data and the Selected Quarterly Data and Supplemental Information from this annual report on Form 10-K.

Marsh & McLennan Companies, Inc. and Subsidiaries

FIVE-YEAR STATISTICAL SUMMARY OF OPERATIONS

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

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

| For the Years Ended December 31, *(In millions, except per share figures)* | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 17,224 | | | | | $ | 16,652 | | | | | $ | 14,950 | | | | | $ | 14,024 | | | | | $ | 13,211 | | | | | | | | | | | | | | | | |

| Expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Compensation and benefits | | | 10,129 | | | | | | 9,734 | | | | | | 8,605 | | | | | | 8,085 | | | | | | 7,694 | | | | | | | | | | | | | | | | | |

| Other operating expenses | | | 4,029 | | | | | | 4,241 | | | | | | 3,584 | | | | | | 3,284 | | | | | | 3,086 | | | | | | | | | | | | | | | | | |

| Operating expenses | | | 14,158 | | | | | | 13,975 | | | | | | 12,189 | | | | | | 11,369 | | | | | | 10,780 | | | | | | | | | | | | | | | | | |

| Operating income (a) | | | 3,066 | | | | | | 2,677 | | | | | | 2,761 | | | | | | 2,655 | | | | | | 2,431 | | | | | | | | | | | | | | | | | |

| Other net benefits credits | | | 257 | | | | | | 265 | | | | | | 215 | | | | | | 201 | | | | | | 233 | | | | | | | | | | | | | | | | | |

| Interest income | | | 7 | | | | | | 39 | | | | | | 11 | | | | | | 9 | | | | | | 5 | | | | | | | | | | | | | | | | | |

| Interest expense | | | (515) | | | | | | (524) | | | | | | (290) | | | | | | (237) | | | | | | (189) | | | | | | | | | | | | | | | | | |

| Cost of extinguishment of debt | | | — | | | | | | (32) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | |

| Investment (loss) income | | | (22) | | | | | | 22 | | | | | | (12) | | | | | | 15 | | | | | | — | | | | | | | | | | | | | | | | | |

| Acquisition related derivative contracts | | | — | | | | | | (8) | | | | | | (441) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | 2,793 | | | | | | 2,439 | | | | | | 2,244 | | | | | | 2,643 | | | | | | 2,480 | | | | | | | | | | | | | | | | | |

| Income tax expense (b) | | | 747 | | | | | | 666 | | | | | | 574 | | | | | | 1,133 | | | | | | 685 | | | | | | | | | | | | | | | | | |

| Income from continuing operations | | | 2,046 | | | | | | 1,773 | | | | | | 1,670 | | | | | | 1,510 | | | | | | 1,795 | | | | | | | | | | | | | | | | | |

| Discontinued operations, net of tax | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | | | | | | | | | | | | |

| Net income before non-controlling interests | | | 2,046 | | | | | | 1,773 | | | | | | 1,670 | | | | | | 1,512 | | | | | | 1,795 | | | | | | | | | | | | | | | | | |

| Less: net income attributable to non-controlling interests | | | 30 | | | | | | 31 | | | | | | 20 | | | | | | 20 | | | | | | 27 | | | | | | | | | | | | | | | | | |

| Net income attributable to the company | | | $ | 2,016 | | | | | $ | 1,742 | | | | | $ | 1,650 | | | | | $ | 1,492 | | | | | $ | 1,768 | | | | | | | | | | | | | | | | |

| Basic net income per share information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to the company | | | $ | 3.98 | | | | | $ | 3.44 | | | | | $ | 3.26 | | | | | $ | 2.91 | | | | | $ | 3.41 | | | | | | | | | | | | | | | | |

| Average number of shares outstanding | | | 506 | | | | | | 506 | | | | | | 506 | | | | | | 513 | | | | | | 519 | | | | | | | | | | | | | | | | | |

| Diluted income per share information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to the company | | | $ | 3.94 | | | | | $ | 3.41 | | | | | $ | 3.23 | | | | | $ | 2.87 | | | | | $ | 3.38 | | | | | | | | | | | | | | | | |

| Average number of shares outstanding | | | 512 | | | | | | 511 | | | | | | 511 | | | | | | 519 | | | | | | 524 | | | | | | | | | | | | | | | | | |

| Dividends paid per share | | | $ | 1.84 | | | | | $ | 1.74 | | | | | $ | 1.58 | | | | | $ | 1.43 | | | | | $ | 1.30 | | | | | | | | | | | | | | | | |

| Return on average equity | | | 23 | | % | | | | 22 | | % | | | | 22 | | % | | | | 22 | | % | | | | 27 | | % | | | | | | | | | | | | | | | |

| Year-end financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Working capital | | | $ | 1,599 | | | | | $ | 389 | | | | | $ | 1,010 | | | | | $ | 1,300 | | | | | $ | 802 | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 33,049 | | | | | $ | 31,357 | | | | | $ | 21,578 | | | | | $ | 20,429 | | | | | $ | 18,190 | | | | | | | | | | | | | | | | |

| Long-term debt | | | $ | 10,796 | | | | | $ | 10,741 | | | | | $ | 5,510 | | | | | $ | 5,225 | | | | | $ | 4,495 | | | | | | | | | | | | | | | | |

| Total equity | | | $ | 9,260 | | | | | $ | 7,943 | | | | | $ | 7,584 | | | | | $ | 7,442 | | | | | $ | 6,272 | | | | | | | | | | | | | | | | |

| Total shares outstanding (net of treasury shares) | | | 508 | | | | | | 504 | | | | | | 504 | | | | | | 509 | | | | | | 514 | | | | | | | | | | | | | | | | | |

| Other information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Number of employees | | | 76,000 | | | | | | 76,000 | | | | | | 66,000 | | | | | | 64,000 | | | | | | 60,000 | | | | | | | | | | | | | | | | | |

| *(In millions, except per share [removed: figures)*] [added: data)*] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | | | | | $ | [removed: 17,224] [added: 19,820] | | | | | $ | [removed: 16,652] [added: 17,224] | | | | | $ | [removed: 14,950] [added: 16,652] | |

| Compensation and benefits | | | | | | [removed: 10,129] [added: 11,425] | | | | | | [removed: 9,734] [added: 10,129] | | | | | | [removed: 8,605] [added: 9,734] | | |

| Other operating expenses | | | | | | [removed: 4,029] [added: 4,083] | | | | | | [removed: 4,241] [added: 4,029] | | | | | | [removed: 3,584] [added: 4,241] | | |

| Operating expenses | | | | | | [removed: 14,158] [added: 15,508] | | | | | | [removed: 13,975] [added: 14,158] | | | | | | [removed: 12,189] [added: 13,975] | | |

| Operating income | | | | | | [removed: 3,066] [added: 4,312] | | | | | | [removed: 2,677] [added: 3,066] | | | | | | [removed: 2,761] [added: 2,677] | | |

| Other net benefits credits | | | | | | [removed: 257] [added: 277] | | | | | | [removed: 265] [added: 257] | | | | | | [removed: 215] [added: 265] | | |

| Interest income | | | | | | [removed: 7] [added: 2] | | | | | | [removed: 39] [added: 7] | | | | | | [removed: 11] [added: 39] | | |

| Interest expense | | | | | | [removed: (515)] [added: (444)] | | | | | | [removed: (524)] [added: (515)] | | | | | | [removed: (290)] [added: (524)] | | |

| Cost of extinguishment of debt | | | | | | — | | | | | | [removed: (32)] [added: —] | | | | | | [removed: —] [added: (32)] | | |

| Investment [removed: (loss)] income [added: (loss)] | | | | | | [removed: (22)] [added: 61] | | | | | | [removed: 22] [added: (22)] | | | | | | [removed: (12)] [added: 22] | | |

| Acquisition related derivative contracts | | | | | | — | | | | | | [removed: (8)] [added: —] | | | | | | [removed: (441)] [added: (8)] | | |

| Income before income taxes | | | | | | [removed: 2,793] [added: 4,208] | | | | | | [removed: 2,439] [added: 2,793] | | | | | | [removed: 2,244] [added: 2,439] | | |

| Income tax expense | | | | | | [removed: 747] [added: 1,034] | | | | | | [removed: 666] [added: 747] | | | | | | [removed: 574] [added: 666] | | |

| Net income before non-controlling interests | | | | | | [removed: 2,046] [added: 3,174] | | | | | | [removed: 1,773] [added: 2,046] | | | | | | [removed: 1,670] [added: 1,773] | | |

| Less: Net income attributable to non-controlling interests | | | | | | [removed: 30] [added: 31] | | | | | | [removed: 31] [added: 30] | | | | | | [removed: 20] [added: 31] | | |

| Net income attributable to the Company | | | | | | $ | [removed: 2,016] [added: 3,143] | | | | | $ | [removed: 1,742] [added: 2,016] | | | | | $ | [removed: 1,650] [added: 1,742] | |

| – Basic | | | | | | $ | [removed: 3.98] [added: 6.20] | | | | | $ | [removed: 3.44] [added: 3.98] | | | | | $ | [removed: 3.26] [added: 3.44] | |

| – Diluted | | | | | | $ | [removed: 3.94] [added: 6.13] | | | | | $ | [removed: 3.41] [added: 3.94] | | | | | $ | [removed: 3.23] [added: 3.41] | |

| – Basic | | | | | | [removed: 506] [added: 507] | | | | | | 506 | | | | | | 506 | | |

| – Diluted | | | | | | [removed: 512] [added: 513] | | | | | | [removed: 511] [added: 512] | | | | | | 511 | | |

| Shares outstanding at December 31, | | | | | | [removed: 508] [added: 504] | | | | | | [removed: 504] [added: 508] | | | | | | 504 | | |

| For the Years Ended December 31, *(In millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net income before non-controlling interests | | | $ | [removed: 2,046] [added: 3,174] | | | | | $ | [removed: 1,773] [added: 2,046] | | | | | $ | [removed: 1,670] [added: 1,773] | |

| Foreign currency translation adjustments | | | [removed: 559] [added: (389)] | | | | | | [removed: 148] [added: 559] | | | | | | [removed: (529)] [added: 148] | | |

| [removed: Loss] [added: Gain (loss)] related to pension and post-retirement plans | | | [removed: (784)] [added: 1,229] | | | | | | [removed: (702)] [added: (784)] | | | | | | [removed: (91)] [added: (702)] | | |

| Other comprehensive [removed: loss,] [added: income (loss),] before tax | | | [removed: (225)] [added: 840] | | | | | | [removed: (554)] [added: (225)] | | | | | | [removed: (620)] [added: (554)] | | |

| Income tax [removed: credit] [added: expense (credit)] on other comprehensive loss | | | [removed: (170)] [added: 305] | | | | | | [removed: (146)] [added: (170)] | | | | | | [removed: (30)] [added: (146)] | | |

| Other comprehensive [removed: loss,] [added: income (loss),] net of tax | | | [removed: (55)] [added: 535] | | | | | | [removed: (408)] [added: (55)] | | | | | | [removed: (590)] [added: (408)] | | |

| Comprehensive income | | | [removed: 1,991] [added: 3,709] | | | | | | [removed: 1,365] [added: 1,991] | | | | | | [removed: 1,080] [added: 1,365] | | |

| Less: Comprehensive income attributable to non-controlling interests | | | [removed: 30] [added: 31] | | | | | | [removed: 31] [added: 30] | | | | | | [removed: 20] [added: 31] | | |

| Comprehensive income attributable to the Company | | | $ | [removed: 1,961] [added: 3,678] | | | | | $ | [removed: 1,334] [added: 1,961] | | | | | $ | [removed: 1,060] [added: 1,334] | |

| *(In millions, except [added: per] share [removed: figures)*] [added: data)*] | | | [removed: 2020] [added: 2021] | | | | | | [added: 2020 | | | | | |] 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 2,089] [added: 1,752] | | | | | $ | [added: 2,089 | | | | | $ |] 1,155 | |

| Commissions and fees | | | [removed: 4,679] [added: 5,093] | | | | | | [removed: 4,608] [added: 4,679] | | |

| Advanced premiums and claims | | | [removed: 112] [added: 136] | | | | | | [removed: 123] [added: 112] | | |

| Other | | | [removed: 677] [added: 523] | | | | | | [removed: 645] [added: 677] | | |

| Less-allowance for credit losses | | | [removed: (142)] [added: (166)] | | | | | | [removed: (140)] [added: (142)] | | |

| Net receivables | | | [removed: 5,326] [added: 5,586] | | | | | | [removed: 5,236] [added: 5,326] | | |

| Other current assets | | | [removed: 740] [added: 926] | | | | | | [removed: 677] [added: 740] | | |

| *(In millions, except share data)* | | | 2021 | | | | | | 2020 | | |

| | | | 5,752 | | | | | | 5,468 | | |

| | | | $ | 34,388 | | | | | $ | 33,049 | |

| | | | 15,700 | | | | | | 12,822 | | |

| | | | $ | 34,388 | | | | | $ | 33,049 | |

| Adjustments and payments related to contingent consideration assets and liabilities | | | 27 | | | | | | (22) | | | | | | 27 | | |

| Gain on consolidation of entity | | | (267) | | | | | | — | | | | | | — | | |

| Other current assets | | | (166) | | | | | | (66) | | | | | | (13) | | |

| Borrowings from term-loan and credit facilities | | | — | | | | | | 1,000 | | | | | | 300 | | |

| Receipts of contingent consideration for dispositions | | | 71 | | | | | | — | | | | | | — | | |

| Change in fiduciary liabilities | | | 1,183 | | | | | | 955 | | | | | | 1,025 | | |

| Net cash (used for) provided by financing activities | | | (1,297) | | | | | | (925) | | | | | | 4,331 | | |

| Acquisitions, net of cash and cash held in a fiduciary capacity acquired | | | (859) | | | | | | (647) | | | | | | (4,229) | | |

| Net cash used for investing activities | | | (1,164) | | | | | | (793) | | | | | | (4,395) | | |

| Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | | | (355) | | | | | | 511 | | | | | | 135 | | |

| Increase in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | | | 700 | | | | | | 2,175 | | | | | | 2,432 | | |

| Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of year | | | 10,674 | | | | | | 8,499 | | | | | | 6,067 | | |

| Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of year | | | $ | 11,374 | | | | | $ | 10,674 | | | | | $ | 8,499 | |

| Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents held in a fiduciary capacity | | | 9,622 | | | | | | 8,585 | | | | | | 7,344 | | |

| Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | | | $ | 11,374 | | | | | $ | 10,674 | | | | | $ | 8,499 | |

| Other comprehensive income (loss), net of tax | | | 535 | | | | | | (55) | | | | | | (408) | | |

| Purchase of treasury shares | | | (1,159) | | | | | | — | | | | | | (485) | | |

Marsh provides data-driven risk advisory services and solutions to commercial and consumer clients.

Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and identify and capitalize on emerging opportunities.

Mercer delivers advice and solutions that help organizations create a dynamic world of work, shape retirement and investment outcomes, and unlock health and well being for a changing workforce.

Oliver Wyman Group serves as critical strategic, economic and brand advisor to private sector and governmental clients.

Our businesses have been resilient throughout the pandemic and demand for our advice and services remains strong as the global economic conditions continue to improve.

Although the majority of our colleagues continue to work remotely, the Company has provided guidelines on return to the office depending on the level of virus containment and local health and safety regulations in each geography.

The safety and well-being of our colleagues is paramount and the Company expects to continue to service clients effectively in both the remote and in-office environments.

The Company had strong revenue growth in 2021 and benefited from the continued recovery of the global economy.

However, uncertainty remains in the economic outlook and the ultimate extent of the impact of COVID-19 to the Company will depend on future developments that it is unable to predict, including new "waves" of infection from emerging variants of the virus, potential renewed restrictions and mandates by various governments or agencies, and the distribution and uptake of vaccines and vaccine boosters.

*Acquisition of JLT*

The Company is expected to complete the integration of JLT during 2022.

States or as collateral under captive insurance arrangements.

| *(In millions)* | | | | | | 2021 | | | | | | 2020 | | |

| | | | | | | 2,436 | | | | | | 3,015 | | |

| | | | | | | $ | 847 | | | | | $ | 856 | |

Investment income in 2021 is primarily due to gains from investments in private equity funds.

Retirement Benefits: The Company maintains qualified and non-qualified defined benefit pension plans for its U.S. and non-U.S. eligible employees.

| | | | 5,468 | | | | | | 5,376 | | |

| | | | $ | 33,049 | | | | | $ | 31,357 | |

| | | | 12,822 | | | | | | 11,717 | | |

| Loss on deconsolidation of entity | | | — | | | | | | — | | | | | | 11 | | |

| Net increase in short term borrowings | | | 1,000 | | | | | | 300 | | | | | | — | | |

| Payment of bridge loan fees | | | — | | | | | | — | | | | | | (35) | | |

| Proceeds from sales of fixed assets | | | 6 | | | | | | 10 | | | | | | 3 | | |

| Acquisitions | | | (668) | | | | | | (5,505) | | | | | | (884) | | |

| Cumulative effect of adoption of the revenue recognition standard (See Note 1) | | | — | | | | | | — | | | | | | 364 | | |

| Cumulative effect of adoption of the financial instruments standard (See Note 1) | | | — | | | | | | — | | | | | | (14) | | |

Mercer provides consulting expertise, advice, services and solutions in the areas of health, wealth and career consulting services and products.

Oliver Wyman Group provides specialized management and economic and brand consulting services.

Governments implemented various restrictions around the world, including closure of non-essential businesses, travel, shelter-in-place requirements for citizens and other restrictions.

The Company has taken a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, arranging work from home capabilities and flexible work policies.

In the second and third quarters of 2020, the Company began re-opening offices in various locations around the world, while ensuring that it continued to adhere to guidelines and orders issued by national, state and local governments.

The timing of additional office re-openings will vary based on the conditions and restrictions in each location.

In the fourth quarter, there was a surge in COVID-19 infections in many parts of the world, leading to renewed lock-downs and increased government restrictions.

The safety and well-being of our colleagues continues to be our first priority.

Several vaccines have been or are in various stages of approval.

However, the speed of distribution and the impact on colleagues' ability to return to the office remains uncertain.

The vast majority of the Company’s colleagues have continued and will continue working in a remote work environment for most of 2021.

The Company expects it will continue its ability to service clients effectively while colleagues remain in a remote work environment.

For the year ended December 31, 2020, the COVID-19 pandemic had an adverse impact on the Company’s revenue growth, primarily in our businesses that are discretionary in nature, which was partly mitigated through disciplined expense management by implementing restrictions on travel and other cost containment measures.

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

As of December 31, 2020, the Company has substantially integrated JLT into all of its business operations.

| | | | | | | 3,015 | | | | | | 2,859 | | |

The investment loss in 2018 includes an impairment charge of $83 million related to its investment in AF.

The net investment loss in 2018 also includes gains of $54 million related to mark-to-market changes in equity securities and gains of $17 million related to investments in private equity funds and other investments.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires that a liability be recorded when a loss is both probable and reasonably estimable.

Significant management judgment is required to apply this guidance.

their applicability to the facts and circumstances of the tax position.

Concentrations of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, commissions and fees receivable and insurance recoverables.

The Company maintains a policy providing for the diversification of cash and cash equivalent investments and places its investments in a large number of high quality financial institutions to limit the amount of credit risk exposure.

Concentrations of credit risk with respect to receivables are generally limited due to the large number of clients and markets in which the Company does business, as well as the dispersion across many geographic areas.

The Consulting segment recorded fiduciary interest income of $1 million, $4 million and $3 million in 2020, 2019 and 2018, respectively.

In most situations where estimates, fair values or recoverability of assets is dependent upon short or long term projections of cash flows, revenues or earnings before interest, taxes, depreciation and amortization ("EBITDA"), the Company has based its projections assuming the gradual lifting of global lockdowns during 2021.

The ultimate extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s businesses, results of operations and financial condition will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain it or treat it, and the economic impact on local, regional, national and international customers and markets.

requirements of certain disclosures, and adds disclosure requirements identified as relevant.

The following new accounting standard was adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2019:

*Leases*

Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] under the supervision and with the participation of the Company’s principal executive and principal financial officers.

Based on its evaluation, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Deloitte & Touche LLP, the Independent Registered Public Accounting Firm that audited and reported on the Company’s consolidated financial statements included in this annual report on Form 10-K, also issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

[removed: We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc.] and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 17, 2021,] [added: 16, 2022,] expressed an unqualified opinion on those financial statements.

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In addition, we considered the revision of our Consolidated Statements of Cash Flows for the years ended December 31, 2020 and December 31, 2019 to comply with the guidance in accordance with ASC 230, “Statement of Cash Flows” as disclosed in Note 18, Revision of Prior Period Financial Statements, in the notes to the consolidated financial statements of this Form 10-K, and concluded that such revision does not represent a material weakness in our internal control over financial reporting.

We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc.

February 16, 2022

February 17, 2021

Information as to the directors and nominees for the board of directors of the Company is incorporated herein by reference to the material set forth under the heading "Item 1: Election of Directors" in the [removed: 2021] [added: 2022] Proxy Statement.

Beshar, Paul Beswick, [removed: Dominic Burke,] John Q.

The information set forth in the [removed: 2021] [added: 2022] Proxy Statement in the sections "Corporate Governance—Codes of Conduct", "Board of Directors and Committees—Committees—Audit Committee" and "Additional Information—Transactions with Management and Others" is incorporated herein by reference.

Glaser, Dean Klisura, Mark C.

McGivney, Martin South and Nick Studer.

Glaser, Peter Hearn, Scott McDonald and Mark C.

McGivney.

The information set forth in the sections "Additional Information—Director Compensation" and "Executive Compensation—Compensation of Executive Officers" in the [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

The information set forth in the sections "Additional Information—Stock Ownership of Directors, Management and Certain Beneficial Owners" and "Additional Information—Equity Compensation Plan Information" in the [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

The information set forth in the sections "Corporate Governance—Director Independence", "Corporate Governance—Review of Related-Person Transactions" and "Additional Information—Transactions with Management and Others" in the [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

The information set forth under the heading "Item 3: Ratification of Selection of Independent Registered Public Accounting Firm—Fees of Independent Registered Public Accounting Firm" in the [removed: 2021] [added: 2022] Proxy Statement is incorporated herein by reference.

Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2020][added: 2021]

Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2020][added: 2021]

Consolidated Statements of Shareholders Equity for each of the three years in the period ended December 31, [removed: 2020][added: 2021]

†As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries [removed: becauce] [added: because] the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

[removed: (4.17)] [added: (4.18)] [Description of Marsh & McLennan Companies, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)](https://www.sec.gov/ix?doc=/Archives/edgar/data/62709/000006270920000010/mmc1231201910k.htm)

(10.12)[*Form of [removed: 2007] [added: 2012] Long-term Incentive Award under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive] [added: 2011](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formof2012long-termincenti.htm) [](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formof2012long-termincenti.htm)[Incentive] and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2007)](http://www.sec.gov/Archives/edgar/data/62709/000006270907000086/ex10-1may2007tc.htm)][added: 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formof2012long-termincenti.htm)]

(10.13)[*Form of [removed: 2008] [added: 2013] Long-term Incentive Award under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/62709/000119312508107708/dex101.htm)][added: 2013)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000014/mmc0331201310qex_101.htm)]

(10.14)[*Form of [removed: 2009] [added: 2014] Long-term Incentive Award under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/62709/000119312509105574/dex101.htm)][added: 2014)](http://www.sec.gov/Archives/edgar/data/62709/000006270914000013/mmc0331201410qex_101.htm)]

(10.15)[*Form of [removed: 2010] [added: 2015] Long-term Incentive Award under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/62709/000119312510112622/dex102.htm)][added: 2015)](http://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_103.htm)]

(10.16)[*Form of [removed: 2011] [added: 2016] Long-term Incentive Award under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2011)](http://www.sec.gov/Archives/edgar/data/62709/000119312511212186/dex101.htm)][added: March 31, 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm)]

[removed: (10.17)[*Form] [added: (10.26)[*Form] of [removed: 2011 Long-term Incentive Award] [added: Restricted Stock Unit Award,] dated as of [removed: June] [added: May] 1, [removed: 2011] [added: 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan [added: - Form A] (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/62709/000006270911000034/exhibit101.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltrsuawardformaex103.htm)]

[removed: (10.18)[*Form] [added: (10.36)[*Form] of [removed: 2012 Long-term Incentive Award] [added: Stock Option Award, dated as of February 22, 2017,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formof2012long-termincenti.htm)][added: 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000015/a2017formofsoawardex_104.htm)]

[removed: (10.19)[*Form] [added: (10.37)[*Form] of [removed: 2013 Long-term Incentive Award] [added: Stock Option Award, dated as of February 21, 2018,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000014/mmc0331201310qex_101.htm)][added: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofsoaward2018ex_104.htm)]

[removed: (10.20)[*Form] [added: (10.38)[*Form] of [removed: 2014 Long-term Incentive Award] [added: Stock Option Award, dated as of February 19, 2019,] under the Marsh & McLennan [removed: Companies, Inc.] [added: Companies,](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm) [Inc.] 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/62709/000006270914000013/mmc0331201410qex_101.htm)][added: 2019](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm)[)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm)]

[removed: (10.21)[*Form] [added: (10.31)[*Form] of [removed: 2015 Long-term Incentive Award] [added: Performance Stock Unit Award, dated as of February 21, 2018,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_103.htm)][added: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofpsuaward2018ex_103.htm)]

[removed: (10.22)[*Form] [added: (10.24)[*Form] of [removed: 2016 Long-term Incentive Award] [added: Restricted Stock Unit Award, dated as of February 21, 2018] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm)][added: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofrsuaward2018ex_102.htm)]

[removed: (10.23)[*Form] [added: (10.25)[*Form] of [removed: Deferred] [added: Restricted] Stock Unit Award, dated as of February [removed: 24, 2012,] [added: 19, 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formofdeferredstockunitawa.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofrsuaward2019ex_104.htm)]

[removed: (10.24)[*Form] [added: (10.32)[*Form] of [removed: Deferred] [added: Performance] Stock Unit Award, dated as of [removed: March 1, 2013,] [added: February 19, 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000014/mmc0331201310qex_102.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofpsuaward2019ex_105.htm)]

[removed: (10.25)[*Form] [added: (10.27)[*Form] of [removed: Deferred] [added: Restricted] Stock Unit Award, dated as of [removed: March] [added: May] 1, [removed: 2014,] [added: 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan [added: - Form B] (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2014)](http://www.sec.gov/Archives/edgar/data/62709/000006270914000013/mmc0331201410qex_102.htm)][added: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformbex102.htm)]

[removed: (10.26)[*Form] [added: (10.29)[*Form] of [removed: Deferred] [added: Restricted] Stock Unit Award, dated as of [removed: March] [added: May] 1, [removed: 2015,] [added: 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan [added: - Form C] (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2015)](http://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_104.htm)][added: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltrsuawardformcex105.htm)]

[removed: (10.27)[*Form] [added: (10.30)[*Form] of [removed: Deferred] [added: Restricted] Stock Unit Award, dated as of [removed: March 1, 2016] [added: February 19, 2020,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofdsuawardex_102.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofrsuaward2020ex108.htm)]

[removed: (10.28)[*Form] [added: (10.17)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, [removed: 2017] [added: 2018] through February 1, [removed: 2018,] [added: 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000015/a2017formofdsuawardex_101.htm)][added: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofdsuaward2018ex_101.htm)]

[removed: (10.29)[*Form] [added: (10.18)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, [removed: 2018] [added: 2019] through February 1, [removed: 2019,] [added: 2020,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofdsuaward2018ex_101.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofdsuaward2019ex_103.htm)]

[removed: (10.30)[*Form] [added: (10.19)[*Form] of Deferred Stock Unit Award, with grant dates from [removed: March] [added: May] 1, 2019 through February 1, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan [added: - Form A] (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofdsuaward2019ex_103.htm)][added: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformaex101.htm)]

[removed: (10.31)[*Form] [added: (10.20)[*Form] of Deferred Stock Unit Award, with grant dates from May 1, 2019 through February 1, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan - Form [removed: A] [added: B] (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformaex101.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformbex102.htm)]

[removed: (10.32)[*Form] [added: (10.21)[*F](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)[orm] of Deferred Stock Unit Award, with grant dates from [removed: May] [added: March] 1, [removed: 2019] [added: 2020] through February 1, [removed: 2020,] [added: 2021,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan [removed: - Form B] (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformbex102.htm)][added: March 31, 2020](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)]

[removed: (10.33)[Form] [added: (10.22)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, [removed: 2020] [added: 2021] through February 1, [removed: 2021,] [added: 2022,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan [added: – Cliff Vesting] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)][added: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemars.htm)]

[removed: (10.34)[*Form] [added: (10.33)[*Form] of [removed: Restricted] [added: Performance] Stock Unit Award, dated as of [removed: April] [added: May] 1, [removed: 2016] [added: 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270916000068/formofrsuawardapril-2016ex.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltpsuawardex106.htm)]

[removed: (10.35)[*Form] [added: (10.34)[*Form] of [removed: Restricted] [added: Performance] Stock Unit Award, dated as of February [removed: 22, 2017] [added: 19, 2020,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000015/a2017formofrsuawardex_102.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofpsuaward2020ex109.htm)]

[removed: (10.36)[*Form] [added: (10.40)[*Form] of [removed: Restricted] Stock [removed: Unit] [added: Option] Award, dated as of February [removed: 21, 2018] [added: 19, 2020,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofrsuaward2018ex_102.htm)][added: 2020](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)]

[removed: (10.37)[*Form] [added: (10.28)[*Form] of Restricted Stock Unit Award, dated as of February [removed: 19, 2019,] [added: 22, 2021,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofrsuaward2019ex_104.htm)][added: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofrsuawarddatedasoffeb.htm)]

[removed: (10.38)[*Form] [added: (10.39)[*Form] of [removed: Restricted] Stock [removed: Unit] [added: Option] Award, dated as of May 1, 2019, [removed: under] [added: un](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm)[der] the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan [removed: - Form A] (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltrsuawardformaex103.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm)]

[removed: (10.39)[*Form] [added: (10.35)[*Form] of [removed: Restricted] [added: Performance] Stock Unit Award, dated as of [removed: May 1, 2019,] [added: February 22, 2021,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan [removed: - Form B] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformbex102.htm)][added: March 31, 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofpsuawarddatedasoffeb.htm)]

[removed: (10.40)[*Form of Restricted Stock Unit Award, dated as of May 1, 2019, under the Marsh] [added: (10.59)[*Marsh] & McLennan Companies, Inc. [removed: 2011 Incentive and] [added: Directors'] Stock [removed: Award] [added: Compensation] Plan - [removed: Form C] [added: May 31, 2009 Restatement] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltrsuawardformcex105.htm)][added: 2009)](http://www.sec.gov/Archives/edgar/data/62709/000119312509169035/dex101.htm)]