Marsh & McLennan Companies (MRSH) 10-K risk factor changes: FY2022 vs FY2021

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

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

- Increasing scrutiny and changing [added: laws and] expectations from [added: regulators,] investors, clients and our colleagues with respect to our environmental, social and governance (ESG) practices [added: and disclosure] may impose additional costs on us or expose us to new or additional risks;

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

- Our results of operations and investments could be adversely affected by [added: geopolitical or] macroeconomic [removed: conditions, political events and market] conditions;

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

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

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

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

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

In particular, we are at increased risk of a cyberattack [removed: when] [added: during periods of heightened] geopolitical [removed: tensions are high,] [added: conflict, such] as [added: the war in Ukraine, as] diplomatic events and economic policies may trigger espionage or retaliatory cyber incidents.

In addition, [added: an increased level of] remote [added: and hybrid] work arrangements [removed: in response to] [added: post] COVID-19 [removed: have] [added: has] increased the risk of phishing and other cybersecurity attacks or unauthorized dissemination of personal, confidential, proprietary or sensitive data.

As the breadth and complexity of the technologies we use and the software and platforms we develop continue to grow, including as a result of the use of mobile devices, cloud services, "open source" software, social media [added: tools] and the increased reliance on devices connected to the Internet (known as the "Internet of Things"), the potential risk of security breaches and cyber-attacks also increases.

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

We have numerous vendors and other third parties who receive personal information from us in connection with the services we offer our [removed: clients.][added: clients and our employees.]

[removed: 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.

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

We have experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), vulnerabilities in the software on which we rely, users exceeding their data access authorization, employee misconduct and incidents resulting from human error, such as [added: emails sent to the wrong recipient,] 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.

A [removed: cyber attack] [added: cyberattack] may also result in systems or data being encrypted or otherwise unavailable due to ransomware or other malware.

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

As a result, we are subject to a variety of laws and regulations in the United States, Europe and around the world regarding privacy, data protection, data security and [removed: cyber-security.][added: cyber security.]

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

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

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

Despite a proliferation of regulatory guidance papers, [removed: much] [added: there] remains [removed: unclear with respect to how] [added: uncertainty in key areas related] to [removed: interpret and implement] the GDPR and the [removed: CCPA,] [added: CPRA,] and that [removed: lack of clarity] [added: uncertainty] could result in potential liability for our failure to meet our obligations under the GDPR and the [removed: CCPA.][added: CPRA.]

Given the breadth and depth of changes in data protection obligations, including classifying data and committing to a range of administrative, technical and physical controls to protect data and enable data transfers outside of the E.U., our compliance with laws such as the GDPR and the [removed: CCPA] [added: CPRA] will continue to require time, resources and review of the technology and systems we use.

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

[removed: In some cases,] [added: Some of the laws enacted in recent years,] including [added: those in] China and [removed: India,] the [added: Kingdom of Saudi Arabia, the] laws include data localization elements that will require that certain personal data stay within their borders.

For example, [added: in 2017] the New York State Department of Financial Services [added: (NYDFS)] issued [removed: in 2017] cybersecurity regulations which imposed an array of detailed security measures on covered entities.

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

Furthermore, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations, including a recent focus on website [removed: “cookies”] [added: "cookies"] compliance in some [removed: countries, continue to increase.]

Given the complexity of operationalizing the various privacy laws such as the GDPR and the [removed: CCPA,] [added: CPRA,] the maturity level of proposed compliance frameworks and the continued lack of [removed: clarity] [added: certainty] on how to implement their requirements, we and our clients are at risk of enforcement actions taken by E.U. and other data protection authorities or litigation from consumer advocacy groups acting on behalf of data subjects.

As a result, the Company and its subsidiaries are subject to a significant number of errors and omissions, breach of fiduciary [removed: duty] [added: duty, breach of contract] 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 [added: 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.]

For example, these claims [removed: may] [added: could] 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 [removed: 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.]

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

Our activities are subject to extensive regulation under the laws of the United States and its various states, the United Kingdom, the European Union and its member states, [added: Australia] and the other jurisdictions in which we operate.

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

In addition, the financial and operational impact of complying with laws and regulations has increased in the current environment of [added: increased regulatory activity and enforcement.]

If we fail to comply or are accused of failing to comply with applicable laws and regulations, including those referred to above, [added: or new and evolving regulations regarding cybersecurity, artificial intelligence or environmental, social and governance matters,] we may become subject to investigations, criminal penalties, civil remedies or other consequences, including fines, injunctions, loss of an operating license or approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to clients or other parties, and we may become exposed to negative publicity or reputational damage.

These inquiries consume significant management attention, and the cost of compliance and the consequences of failing to be in compliance could therefore have a material adverse effect on our [removed: business, results of operations and financial condition.][added: business.]

- We may not be able to effectively identify and manage actual and apparent conflicts of interest;

For example, the war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty and may negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas, and may increase financial market volatility and adversely impact regional and global economic markets, industries and companies.

Moreover, for nearly three years, the COVID-19 pandemic has impacted businesses, including our clients, third-party vendors and business partners, globally in every geography in which we operate.

The ultimate extent of the impact of COVID-19, including the impact of hybrid working arrangements, on us will depend on future developments that we are unable to

predict.

In addition, the continuing legal uncertainty, negotiations and potentially divergent laws and regulations as a result of Brexit may continue to lead to economic and legal uncertainty, causing increased economic volatility or disrupting the markets and clients we serve.

For example, in 2022, market conditions caused exchange rates to fluctuate significantly.

These fluctuations in foreign exchange rates between the U.S. dollar and foreign currencies may adversely affect our results of operations.

A disruption of physical infrastructure could impact our ability to conduct business and service clients.

This may include deliberate or unintentional disruption of service to electrical systems, satellite communications, undersea or terrestrial cable systems, Internet services, or other systems our colleagues or third parties rely on us to conduct business in a multitude of jurisdictions across the globe.

Disruptions may be the result of weather, natural disaster, war, terrorism, pandemic, or other natural or geopolitical event.

We are at risk of attack by a variety of adversaries, including state-sponsored organizations, organized crime and hackers, through use of

Highly publicized data security breaches, such as the December 2020 large-scale

These fines are not limited to data breaches and regulators are increasingly focusing on other data processing activities including those related to ad-tech and “data subject” rights.

For example, the GDPR, which became effective in May 2018, greatly increased the

In the U.S., CPRA was passed in late 2020 and has greatly expanded the requirements under the California Consumer Privacy Act (CCPA).

For example, Indonesia passed the Personal Data Protection Bill in 2022, Australia and Canada are seeking to make major amendments to their existing privacy laws and India is engaging in an ongoing effort to enact a new privacy law.

In the U.S., following the passage of the CCPA and CPRA, four other states (Colorado, Connecticut, Utah and Virginia) passed privacy laws and there remains continued legislative interest in passing laws in additional states, as well as a federal privacy law, though the prospects of such a law passing soon have diminished.

The NYDFS has now proposed an array of modifications to those rules which if passed would impose significant new requirements.

And at the federal level, the Securities and Exchange Commission is seeking to impose new cybersecurity requirements, including new reporting obligations, on publicly traded companies.

Data protection laws also include strict notification requirements for organizations related to confirmed or suspected breaches.

With such a limited time available to validate indicators, there is an increased risk of reporting a false alarm or immaterial breach, which may lead to reputational damage despite there not being an actual data breach.

countries, continue to increase.

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, investment management (including, for example, from trading or other operational errors), actuarial, pension administration and other services.

In addition, geopolitical conflict, such as the war in Ukraine, has resulted in, and may continue to result in, new and rapidly evolving trade sanctions, which

may increase our costs, negatively impact our revenues or impose additional operational limitations on our businesses.

We may not be able to effectively identify and manage actual and apparent conflicts of interest.

Given the significant volume of our engagements, potential conflicts of interest may arise across our businesses.

There is a risk that we may not effectively identify and manage potential conflicts of interest, including but not limited to where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests, where we receive revenue or benefits from third-parties with whom we conduct business (including but not limited to insurers, investment managers and vendors) and where our colleagues have personal interests.

In addition, regulation or legislation impacting the workforce, such as the proposed U.S. Federal Trade Commission rule regarding noncompete clauses, may lead to increased uncertainty and competition for talent.

Additionally, there has been increased regulatory focus on ESG and sustainability.

For example, laws and regulations related to ESG issues continue to evolve, including in the U.S., the U.K., the EU and Australia, and these regulations may impose additional compliance or disclosure obligations on us.

In particular, heightened demand for, and scrutiny of, ESG and sustainable-related products, funds, investment

strategies and advice has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, commonly referred to as "greenwashing" or that we have otherwise run afoul of regulation.

Such perceptions or accusations could damage our reputation, result in litigation or regulatory enforcement actions, and adversely affect our business.

Furthermore, perceptions of our efforts to achieve ESG goals or advance ESG and sustainable-related products, funds, investment strategies or advice may differ widely among stakeholders and could present risks to our reputation and business.

These disclosures, metrics and goals and any failure to accurately report or comply with federal, state or international ESG laws and regulations, or to achieve progress on our metrics and goals on a timely basis, or at all, may result in legal and regulatory proceedings against us and negatively impact our reputation.

Implementation of our ESG initiatives also depends in part on third-party performance or data that is outside the Company's control.

Such competitors may be able to offer more comprehensive

Some of our competitors also may be able to invest more significant capital in technology and digital solutions.

- 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;

challenge of managing access controls in a complex environment.

We are also dependent on third party

continuously evolving and developing.

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

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 enacted the Personal Information Protection Law a new comprehensive privacy law, India is considering a new privacy law, Canada is proposing significant changes to its federal privacy law and Japan has adopted sweeping changes to its privacy law.

In the U.S. following the passage of the CCPA, California approved a ballot measure that enacts the California Privacy Rights Act, which makes extensive modifications to the CCPA.

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

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

privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.

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.

For example, we are subject to regulation by agencies such as the Securities and Exchange Commission, FINRA and state insurance regulators in the United States, the FCA and the Competition and Markets Authority (CMA) in the United Kingdom, and the European Commission in the European Union, as further described above under Part I, Item 1 - Business (Regulation) of this report.

increased regulatory activity and enforcement.

It is therefore important for us to

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.

These metrics, whether it be the standards we set for ourselves or a failure to meet these metrics, and any failure accurately report or to achieve progress on our metrics on a timely basis, or at all, may negatively impact our reputation and our business.

If we are unable to attract, retain and fully develop industry leading talent, or if we are unable to respond successfully to the changing conditions we face, our businesses, results of operations and financial condition will be adversely impacted.

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).

We will continue to evolve our business practices as we adopt hybrid working arrangements and evaluate further 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.

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.

In addition, the United Kingdom’s withdrawal from the European Union, referred to as "Brexit," continues to create political and economic uncertainty, particularly in the United Kingdom and the European Union.

As the terms of the withdrawal did not contain resolutions related to financial 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 volatility or disrupt markets we serve, affecting our operations and 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 E.U. laws to replace or replicate.

These developments may have a material adverse effect on global economic conditions and the stability of financial markets, both in the U.K. and globally.

Furthermore, currency exchange rates in GBP and the Euro with respect to each other and the U.S. dollar have already been adversely affected by these developments.

Should this foreign exchange volatility continue, it could cause volatility in our quarterly financial results.

Global health concerns relating to the ongoing COVID-19 pandemic and related government actions taken to reduce the spread of the virus have impacted our workforce and operations and the operations of our clients, third-party vendors and business partners, and could in the future materially adversely impact our business, operations and financial results.

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.

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 that of new variants, the availability and efficacy of treatments and vaccines, and how quickly and to what extent pre-pandemic economic and operating conditions resume.

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.

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

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

- unexpected increases in taxes or changes in U.S. or foreign tax laws, rulings, policies or related legal and regulatory interpretations, including upcoming changes to the U.K. statutory rate and international initiatives to require multinational enterprises, like ours, to calculate and report profitability on a country-by-country basis, which could increase scrutiny by, or cause disagreements with, foreign tax authorities and the uncertainty around the implementation of the new global minimum tax the framework of which was agreed by the members of the Organization for Economic Cooperation and Development in late 2021;

As of December 31, 2021, Mercer and its global affiliates had assets under management of approximately $415 billion worldwide.

Marsh & McLennan [removed: Companies, Inc.] [added: Companies Inc.,] and its consolidated subsidiaries (the "Company") is a global professional services firm offering clients advice in the areas of risk, strategy and people.

The Company’s [removed: 83,000] [added: more than 85,000] colleagues advise clients in over 130 countries.

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

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

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

- Consulting includes health, wealth and career [removed: consulting services] [added: solutions] and products, and specialized management, [added: strategic,] economic and brand consulting services.

The [added: consolidated] results of operations in the Management Discussion & Analysis ("MD&A") includes an overview of the Company’s consolidated [removed: 2021] [added: 2022] results compared to the [removed: 2020] [added: 2021] results, and should be read in conjunction with the consolidated financial statements and notes.

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

For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal [removed: 2019, including the impact from the acquisition of Jardine Lloyd Thompson Group plc ("JLT"), see] [added: year 2020, refer to] "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K for the fiscal year ended December 31, [removed: 2020.][added: 2021.]

This MD&A contains forward-looking statements as [removed: that term is] defined in the Private Securities Litigation Reform Act of 1995.

[removed: See] [added: Refer to] "Information Concerning Forward-Looking Statements" at the outset of this report.

- Consolidated revenue [removed: for the year 2021] [added: in 2022] was [removed: $19.8] [added: $20.7] billion, an increase of [removed: 15%] [added: 5%] compared with [removed: 2020,] [added: 2021,] or [removed: 10%] [added: 9%] on an underlying basis.

Net income attributable to the Company was [removed: $3.1] [added: $3.0] billion.

- Risk and Insurance Services revenue [removed: for the year 2021] [added: in 2022] was [removed: $12.1] [added: $12.6] billion, an increase of [removed: 17%,] [added: 5%,] or [removed: 10%] [added: 9%] on an underlying basis.

Operating income was $3.1 [removed: billion, compared to $2.3] billion in [removed: 2020.][added: both 2022 and 2021.]

- Consulting revenue [removed: for the year 2021] [added: in 2022] was [removed: $7.8] [added: $8.1] billion, an increase of [removed: 12%,] [added: 5%,] or [removed: 10%] [added: 8%] on an underlying basis.

[removed: -] [added: *•*Gain on consolidation of business:] In [removed: December] 2021, the Company increased its ownership in Marsh India [removed: Insurance Brokers Pvt.][added: from 49% to 92%.]

[removed: - For the year ended December 31,] [added: In] 2021, the Company repurchased 7.9 million shares [added: of its common stock] for $1.2 billion.

[removed: *•*In 2021, the] [added: - The] Company [removed: raised $750 million of] [added: issued] senior notes [added: of $500 million due 2032] and [removed: repaid] $500 million [removed: of] [added: due 2052, and repaid] senior notes [removed: in April 2021, and $500] [added: of $350] million [removed: in December 2021] due in [removed: January 2022.][added: March 2023.]

For [removed: almost two] [added: nearly three] years, the [added: COVID-19] pandemic has impacted businesses globally including [removed: virtually] [added: in] every geography in which the Company operates.

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

[removed: Please see] [added: Refer to] Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial [removed: statements, which discusses certain errors and omission matters related to the acquisition.][added: statements.]

| For the Years Ended December 31, *(In millions, except per share data)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | $ | [removed: 19,820] [added: 20,720] | | | | | $ | [removed: 17,224] [added: 19,820] | | | | | $ | [removed: 16,652] [added: 17,224] | |

| Compensation and benefits | | | [removed: 11,425] [added: 12,071] | | | | | | [removed: 10,129] [added: 11,425] | | | | | | [removed: 9,734] [added: 10,129] | | |

| Other operating expenses | | | [removed: 4,083] [added: 4,369] | | | | | | [removed: 4,029] [added: 4,083] | | | | | | [removed: 4,241] [added: 4,029] | | |

| Operating expenses | | | [removed: 15,508] [added: 16,440] | | | | | | [removed: 14,158] [added: 15,508] | | | | | | [removed: 13,975] [added: 14,158] | | |

| Operating income | | | $ | [removed: 4,312] [added: 4,280] | | | | | $ | [removed: 3,066] [added: 4,312] | | | | | $ | [removed: 2,677] [added: 3,066] | |

| Income before income taxes | | | $ | [removed: 4,208] [added: 4,082] | | | | | $ | [removed: 2,793] [added: 4,208] | | | | | $ | [removed: 2,439] [added: 2,793] | |

| Net income before non-controlling interests | | | $ | [removed: 3,174] [added: 3,087] | | | | | $ | [removed: 2,046] [added: 3,174] | | | | | $ | [removed: 1,773] [added: 2,046] | |

| Net income attributable to the Company | | | $ | [removed: 3,143] [added: 3,050] | | | | | $ | [removed: 2,016] [added: 3,143] | | | | | $ | [removed: 1,742] [added: 2,016] | |

| – Basic | | | $ | [removed: 6.20] [added: 6.11] | | | | | $ | [removed: 3.98] [added: 6.20] | | | | | $ | [removed: 3.44] [added: 3.98] | |

| – Diluted | | | $ | [removed: 6.13] [added: 6.04] | | | | | $ | [removed: 3.94] [added: 6.13] | | | | | $ | [removed: 3.41] [added: 3.94] | |

| – Basic | | | [removed: 507] [added: 499] | | | | | | [removed: 506] [added: 507] | | | | | | 506 | | |

| – Diluted | | | [removed: 513] [added: 505] | | | | | | [removed: 512] [added: 513] | | | | | | [removed: 511] [added: 512] | | |

| Shares outstanding at December 31, | | | [removed: 504] [added: 495] | | | | | | [removed: 508] [added: 504] | | | | | | [removed: 504] [added: 508] | | |

Consolidated operating income [removed: increased $1.2 billion,] [added: decreased $32 million,] or [removed: 41%] [added: 1%] to $4.3 billion in [removed: 2021] [added: 2022,] compared to [removed: $3.1 billion in 2020,] [added: the prior year,] reflecting a [removed: 15%] [added: 5%] increase in revenue and a [removed: 10%] [added: 6%] increase in expenses.

Revenue growth was driven by increases [added: of 5%] in [removed: the] [added: both] Risk and Insurance Services and [removed: Consulting segments of 17% and 12%, respectively,] [added: Consulting,] reflecting the [added: continued] strong demand for our advice and services and the [removed: improvement in] [added: expansion of the] global [removed: economic conditions.][added: economy.]

The increase in [removed: expense] [added: expenses] is primarily due to increased headcount and higher incentive [removed: compensation.][added: compensation, as well as severance and lease exit charges.]

- Consolidated operating income decreased $32 million, or 1% to $4.3 billion in 2022, compared with 2021.

Earnings per share decreased from $6.13 to $6.04, or 1% from the prior year.

Operating income was $1.6 billion and $1.5 billion in 2022 and 2021, respectively.

*•*The Company's results of operations in 2022 were impacted by restructuring activities of $427 million, primarily related to severance and lease exit charges for activities focused on workforce actions, technology rationalization and reductions in real estate.

- The Company completed 20 acquisitions in 2022, the largest being the acquisition of HMS Insurance Inc., a full service broker in the Risk and Insurance services segment, and the

Avascent Group Ltd, an aerospace and defense management consulting firm in the Consulting segment.

- In 2022, Mercer sold its U.S. affinity business that provided insurance marketing, brokerage and administration to association and affinity groups for cash proceeds of approximately $140 million and a net gain of $112 million.

- In 2022, the Company repurchased 12.2 million shares for $1.9 billion.

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

*Deconsolidation of Russia*

On February 24, 2022, Russian forces launched a military invasion of Ukraine.

In response, the United States (U.S.), the European Union (E.U.), United Kingdom (U.K.) and other governments have imposed significant economic sanctions on Russia, and Russia has responded with counter-sanctions.

The Company concluded that it did not meet the accounting criteria for control over its wholly-owned Russian businesses due to the evolving trade and economic sanctions, and recorded a loss of $52 million on the deconsolidation of the Russian businesses and other related charges.

Subsequently, the Company entered into a definitive agreement to exit its businesses in Russia and transfer ownership to local management, pending regulatory approvals.

Refer to Note 5, Acquisitions and Dispositions, in the notes to the consolidated financial statements for additional information on the deconsolidation of the Russian businesses.

The war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty.

The Company continues to monitor the ongoing situation and its potential impact on our business, financial condition, results of operations and cash flows.

The ultimate extent of the impact of COVID-19 to the Company will depend on future developments that it is unable to predict.

Factors that could adversely affect the Company’s financial statements related to the financial and operational impact of COVID-19 are included in "Item 1A - Risk Factors" in Part I of this report.

Expenses also reflect higher travel and entertainment costs, partially offset by lower depreciation and amortization primarily in the Risk and Insurance Services segment in 2022 compared to the prior year.

In 2022, net operating income was also impacted by foreign exchange movements across both segments due to the strengthening of the U.S. dollar.

Diluted earnings per share decreased from $6.13 to $6.04, or 1% from the prior year.

The decrease in net income attributable to the Company was offset by lower income taxes in 2022.

Income taxes for 2021, included a net charge of $110 million for 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, partially offset by no tax impact on the gain related to the consolidation of Marsh India.

| Pre-acquisition related costs | | | | | | | | | | | | | | | 21 | | | | | | — | | | | | | — | | |

| Deconsolidation of Russian businesses and other related charges | | | | | | | | | | | | | | | 52 | | | | | | — | | | | | | — | | |

| Impact on income before taxes | | | | | | | | | | | | | | | $ | 486 | | | | | $ | (22) | | | | | $ | 578 | |

- Restructuring, excluding JLT: Primarily includes severance and lease exit charges for activities focused on workforce actions, rationalization of technology and functional resources, and reductions in real estate.

Costs also reflect charges for Marsh's operational excellence program.

- JLT integration and restructuring costs: Primarily reflects lease exit charges for a legacy JLT U.K. location in 2022.

In 2021, costs incurred include severance, lease exit charges, technology costs, and consulting services related to the integration of JLT.

- JLT legacy legal charges: Charges and recoveries related to legacy JLT legal matters.

- Disposal of businesses: Primarily reflects a net gain of $112 million on sale of the Mercer U.S. affinity business in 2022, that provided insurance marketing, brokerage and administration to association and affinity groups.

These amounts are reflected as a component of revenue in the consolidated statements of income and excluded from the calculations of underlying revenue.

- Pre-acquisition related costs: Includes integration costs for the pending Westpac Banking Corporation superannuation fund transaction in Australia, which is expected to close in the first half of 2023.

- Deconsolidation of Russian businesses and other related charges: Loss on deconsolidation of Russian businesses of $39 million is included in revenue in the consolidated statements of income and excluded from the calculations of underlying revenue.

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| * Percentage change excludes the gain from the consolidation of Marsh India of $267 million from prior year’s GAAP revenue. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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Oliver

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

Earnings per share increased 56% to $6.13.

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.

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

The World Health Organization declared COVID-19 a pandemic in March 2020.

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*

On April 1, 2019, the Company completed the acquisition (the "Transaction") of all of the outstanding shares of JLT, a public company organized under the laws of England and Wales.

As of December 31, 2021, the Company has substantially integrated JLT into all of its business operations.

After the acquisition of JLT, the Company assumed the legal liabilities of JLT’s litigation and regulatory exposures as of April 1, 2019.

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

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

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

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

Diluted earnings per share increased 56% to $6.13 in 2021 compared with $3.94 in 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%.

The following table summarizes restructuring and other items discussed in more detail below:

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

- Restructuring costs, excluding JLT: Includes severance, adjustments to restructuring liabilities for future rent under non-cancellable leases and other real estate exit costs, and restructuring costs related to the integration of recent acquisitions.

- JLT integration and restructuring costs: Includes severance, real estate and technology rationalization, process management consulting fees, and legal fees for the rationalization of legal entity structures.

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.

The Company has realized at least $425 million of annualized savings.

In 2020, the Company recorded an increase in the liability of $161 million related to this matter.

- Gain on consolidation of business: In December 2021, the Company increased its ownership in Marsh India from 49% to 92%.

Results in 2020 include a contingent gain adjustment from the U.S. large market health and defined benefit administration business disposed in 2019.

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Consolidated revenue increased $2.6 billion, or 15%, to $19.8 billion in 2021, compared to $17.2 billion in 2020.

value of risks that have been insured, as well as new and lost business, and the volume of business from new and existing clients.

| Operating income margin | | | 25.5 | | % | | | | 22.7 | | % | | | | 19.1 | | % |

In Marsh, revenue increased $1.6 billion, or 19%, to $10.2 billion in 2021 compared to $8.6 billion in 2020.

On an underlying basis, revenue increased 9%.

*Operating Expense*

The increase in underlying expense reflects increased headcount and higher incentive compensation, partly offset by lower JLT integration and restructuring costs.

Mercer delivers advice and solutions that help organizations create a dynamic world of work, shape

| *(In millions)* | | | [removed: December 31, 2021] [added: 2022] | | | [added: 2021 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,752] [added: 1,442] | | [added: $ | 1,752 | |]

| Cash and cash equivalents held in a fiduciary capacity | | | $ | [removed: 9,622] [added: 10,660] | | [added: $ | 9,622 | |]

Based on the above [removed: balances,] [added: balances at December 31, 2022,] if short-term interest rates increased or decreased by 10%, or [removed: 1] [added: 25] basis [removed: point, over the course of] [added: points for] the [removed: year,] [added: year 2023,] annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately [removed: $1] [added: $30] million.

The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately [removed: 53%] [added: 51%] of total revenue.

As such, under normal circumstances, the U.S. dollar translation of both the [removed: revenues] [added: revenue] and [removed: expenses,] [added: expense,] as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally 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: 2021,] [added: 2022,] the Company estimates net operating income would increase or decrease by approximately [removed: $57] [added: $74] million.

The Company holds investments in both public and private companies as well as private equity funds, including investments of approximately [removed: $75] [added: $17] million that are valued using readily determinable fair values and approximately [removed: $36] [added: $42] million of investments without readily determinable fair values.

The Company also has investments of approximately [removed: $207] [added: $215] million that are accounted for using the equity method.

The [added: Company's] investments are subject to risk of decline in market value, which, if determined to be other than [removed: temporary for assets without readily determinable fair values,] [added: temporary,] could result in realized impairment losses.

[added: The] Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.

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

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| For the Years Ended December 31, | | | | | | | | |

At December 31, 2021, a change in short-term interest rates of 10%, or 1 basis point, would have increased or decreased interest income by approximately $1 million.

The change in interest rate risk at December 31, 2022 is due to higher short-term interest rates compared to the prior year.

The corresponding increase or decrease in net operating income in 2021 was estimated at $57 million.

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The

At December 31, 2021, the Company owns approximately 14% of the common stock of 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 (loss) in the consolidated statement of income.

The fair value of this investment at December 31, 2021 was approximately $57 million.

The Company's [removed: 83,000] [added: more than 85,000] colleagues advise clients in over 130 countries.

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

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

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

- Consulting includes health, wealth and career [removed: services] [added: solutions] and products, and specialized management, [added: strategic,] economic and brand consulting services.

The Risk and Insurance Services segment generated approximately 61% of the Company's total revenue in [removed: 2021] [added: 2022] and employs approximately [removed: 48,800] [added: 48,600] colleagues worldwide.

Currently, approximately [removed: 45,400] [added: 45,200] Marsh colleagues provide risk management, insurance broking, insurance program 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: 52%] [added: 51%] of the Company's total revenue in [removed: 2021.][added: 2022.]

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

[removed: This unit offers leading expertise, global service and data-driven insights to] [added: These specialists support] clients [added: who require advice and support] across [removed: seven global specialties: aviation;] [added: aviation & space,] credit [removed: specialties;] [added: specialties, construction, energy & power,] financial & professional [removed: services; private equity & mergers & acquisitions; construction; energy] [added: services (FINPRO), marine] & [removed: power;] [added: cargo,] and [removed: marine] [added: private equity, mergers] & [removed: cargo.][added: acquisitions (PEMA).]

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

Since its first acquisition in 2009, MMA has acquired [removed: 94] [added: more than 100] agencies.

MMA [removed: provides advice] [added: advises] on insurance program structure and market dynamics, along with industry expertise and transactional capability.

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

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

Through [removed: Dovetail Managing General Agency, a] [added: its Victor for Agents] small business platform, Victor 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 Canada, delivers professional liability and construction insurance and [added: other P&C programs and] administers group and retiree benefits programs and claims handling operations for individuals, organizations and businesses.

Victor also has a business in the [removed: UK and in Europe, where businesses have been launched in] [added: UK,] the Netherlands, Italy and Germany.

In addition, Victor manages Torrent Technologies, a service provider to Write Your Own (WYO) insurers [added: and direct policy providers] participating in the National [added: Flood Insurance Program]

[removed: Flood Insurance Program] (NFIP) in the United States.

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

Marsh Advisory is a global practice comprising specialists who use data and analytics, including through Marsh’s Blue\[i\] digital analytics [removed: platform, to advise clients about exposures, critical business activities, and risk practices and strategies.][added: platform.]

Mercer Marsh Benefits provides health benefits brokerage [removed: services] and consulting [added: services] 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 [added: help clients] minimize risk, optimize benefits structure, [added: drive efficiencies] and maximize employee engagement.

[added: Marsh's] Insurer Consulting [removed: Group] [added: Group (ICG)] provides services to insurance carriers.

Through Marsh's patented electronic platform, MarketConnect, and sophisticated data analysis, [removed: Marsh] [added: ICG] provides insurers with individualized preference setting and risk identification capabilities, as well as detailed performance data and metrics.

[removed: Marsh's Insurer Consulting] [added: ICG] services are designed to improve the product offerings available to clients, assist insurers in identifying new opportunities and enhance insurers’ operational efficiency.

Guy Carpenter, the Company’s reinsurance intermediary and advisor, generated approximately [removed: 9%] [added: 10%] of the Company's total revenue in [removed: 2021.][added: 2022.]

Client services also include contract and claims [removed: management] [added: management, reinsurance accounting] and fiduciary [removed: accounting.][added: services.]

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

Guy Carpenter also offers clients alternatives to traditional reinsurance, including industry loss warranties and, through its licensed affiliates, capital markets alternatives such as transferring catastrophe risk through the issuance of [removed: risk-linked] [added: insurance-linked] securities.

GC Securities, the Guy Carpenter division of MMC Securities LLC and MMC Securities (Europe) Limited, [removed: offers] [added: offer] corporate finance solutions, including mergers & acquisitions 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.

For a more detailed discussion of revenue sources and factors affecting revenue in our Risk and Insurance Services segment, [removed: see] [added: refer to] Part II, Item 7 ("Management's Discussion and Analysis of Financial Condition and Results of Operations") of this report.

The Company's Consulting segment generated approximately 39% of the Company's total revenue in [removed: 2021] [added: 2022] and employs approximately [removed: 31,200] [added: 30,900] colleagues worldwide.

Mercer [removed: delivers] [added: is a leading provider in delivering] advice and solutions that help organizations meet the health, wealth and career needs of a changing workforce.

Mercer has approximately [removed: 25,700] [added: 24,200] colleagues based in 48 countries.

Mercer generated approximately 26% of the Company's total revenue in [removed: 2021.][added: 2022.]

Health. Mercer [removed: assists] [added: helps] public and private sector employers [removed: in the] design and [removed: management of] [added: manage] employee health care and welfare programs; administer health benefits and flexible benefits programs, including benefits outsourcing; engage employees with their health benefits through a digital experience; and comply with local benefits-related regulations.

Outside of the [removed: U.S.,] [added: United States,] Mercer and Marsh go to market together for Health benefits brokerage and consulting under the Mercer Marsh BenefitsSM (MMB) [removed: brand.][added: brand, as described above.]

Wealth. Through its Wealth business, Mercer assists clients worldwide in the design, governance and risk management of defined benefit, defined [removed: contribution and] [added: contribution,] hybrid retirement plans and [added: other pools of assets, and] with investment of those assets.

- Marsh Specialty is an integrated and globally coordinated team of experts who provides clients in highly specialized industry and product areas with data driven insights, service, advice and access to global insurance markets.

- Marsh McLennan Agency (MMA) provides business insurance, employee health and benefits, retirement and wealth management, and private client insurance solutions to individuals and mid-market organizations.

Marsh Advisory’s four main service areas (Consulting, Claims, Analytics, and Captives) advise clients on existing and emerging risk exposures, protecting critical business activities and developing strategies to optimize total cost of risk.

Marsh Captive Solutions*,* a prominent part of the Marsh Advisory practice, helps organizations of all sizes retain risks through comprehensive and innovative captive solutions.

This team is comprised of captive consultants, actuaries and captive management professionals which offer complete, end-to-end captive management services.

Bowring Marsh is an international placement broker.

This unit’s core strategy is to modernize risk transfer advice and solutions for clients.

This is executed through a combination of data solutions, capacity creation vehicles, segmentation, placement platforms (on-shoring solutions within the network), and improved operational efficiency – all designed to yield a better client outcome and experience.

The products Bowring Marsh places include property, casualty, terrorism, product recall, and special risks.

Mercer’s Career products include solutions relating to rewards, mobility, engagement, workforce analytics and assessments.

The firm works with clients around the world to help optimize their business, improve their operations and risk profile, and accelerate their organizational performance to seize attractive opportunities.

- Automotive and Manufacturing Industries

- Energy and Natural Resources

- Insurance and Asset Management

- Private Capital

- Transportation Services (including aviation; aerospace and defense; rail; express, postal and third party logistics; services, including travel and leisure, environmental and facility management, and business and tech services; and CAVOK, which provides technical consulting and market forecasting services)

- *Finance and Risk*.

Oliver Wyman provides leading financial institutions with custom solutions and insights covering all aspects of risk and finance functions, including credit risk, market risks, asset and liability management and liquidity risks, and non-financial risks, together with integrated risk management topics, such as aggregated risk analyses, business applications and culture and organization.

- *Restructuring.* Oliver Wyman offers a complete management solution and "one-stop-shop" approach to turning around companies, providing strategic, operational, and financial restructuring advice.

- *Customer First*.

Oliver Wyman helps bring together capabilities required to identify customer and business growth, conduct detailed business design, build and launch a business, and maintain a focus on realizing growth while de-risking delivery.

- *Performance Transformation*.

Oliver Wyman helps clients to design, realize and sustain value growth via large-scale transformations.

In the United Kingdom, our business is regulated by the Financial Conduct Authority ("FCA").

The FCA’s responsibilities and powers include licensing of insurance and reinsurance intermediaries and related criteria such as professional competence, financial capacity and the requirement to hold professional indemnity insurance, the broking of premium finance to consumers, and competition powers that enable it to enforce prohibitions on anti-competitive behavior in relation to financial services.

Mercer provides annuity buy-out support that is subject to regulations (for example, in the United States, state insurance licensing regulations and ERISA).

Mercer’s Health business faces additional competition from insurers and from non-traditional competitors seeking to enter or expand in the health benefits space (for example, payroll firms, large consumer businesses, and digitally oriented consultancies).

ESG is central to who we are and how we serve our clients and communities.

Our ESG Report provides more information about our ESG philosophy, goals and achievements.

Additionally, we have established cross-enterprise leadership development programs designed to expand professional development and opportunities for career progression, including our Black Leadership Program, Accelerated Leadership Program and our Racial Inclusion and Social Equity (RISE) MBA Fellowship program in partnership with the National Black MBA Association and Fisk University.

We also offer regionally based and business-specific affinity programming to support leadership development for women, racially and ethnically underrepresented colleagues, and LGBTQIA+ identifying colleagues.

Those programs include Marsh’s global Diversity Sponsorship Program and women’s Leadership Development Programs in South Africa and India.

We also aim to build a learning culture and deliver a digital-first learning strategy, supplemented by formal programs for key groups.

For example, we implemented a new learning platform to accelerate usage of digital learning as well as increasing participation in live learning.

Our digital learning platform empowers colleagues to choose their own skill development, customize preferences, learn in local language, and get personalized development recommendations, and enables managers to have more meaningful development conversations.

Parts of our business also sponsored Learning Days in 2022.

In 2022, we expanded the survey with questions on manager effectiveness, covering topics related to well-being, inclusion and diversity, feedback and colleague development.

We also prioritize our colleagues’ mental wellness, including 24/7 access to

Katherine J.

In this role, she leads Marsh McLennan’s global legal, compliance and public affairs function, which supports the Company’s four businesses, Marsh, Guy Carpenter, Mercer and Oliver Wyman.

- Marsh Specialty.

Marsh Specialty is a leading global specialty broker.

These teams of specialist experts are globally committed to delivering consulting, placement, account management and claims solutions to clients who require specialist advice and support.

- MMA offers a broad range of commercial property and casualty products and services, as well as solutions for employee health and benefits, retirement and administration needs and a growing personal lines business in the United States and Canada.

Marsh Advisory provides client services in four main areas: Consulting Solutions, Analytics Solutions, Claims Solutions, and Captive Solutions.

Marsh Captive 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 captive domiciles across the globe and leverages the consulting expertise within Marsh’s brokerage offices worldwide.

The practice includes the Captive Advisory Group, a consulting arm that performs captive feasibility studies and helps to structure and implement captive solutions; the Captive Management Group, an industry leader in managing captive facilities and in providing administrative, consultative and insurance-related services; and the Actuarial Services Group, which is comprised of credentialed actuaries and supporting actuarial analysts.

Bowring Marsh is an international placement broker primarily for property and casualty risks.

Bowring Marsh uses placement expertise in major international insurance market hubs, including Bermuda, 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.

Among other services, Mercer provides consulting services to insurance carriers through the MMB brand to assist them with improving product offerings available to clients, identifying new opportunities and enhancing insurers’ operational efficiency.

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

Oliver Wyman is a global leader in management consulting.

- Automotive

- Aviation, Aerospace & Defense

- Business Services

- Distribution & Wholesale

- Education

- Energy

- Industrial Products

- Surface Transportation

- Travel & Leisure

- *Corporate Finance & Restructuring.* Oliver Wyman provides an array of capabilities to support investment decision making by private equity funds, hedge funds, sovereign wealth funds, investment banks, commercial banks, arrangers, strategic investors and insurers.

- *Risk Management.* Oliver Wyman works with chief financial officers, chief risk officers, and other senior finance and risk management executives of corporations and financial institutions on risk management solutions.

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

- *Strategy*.

Oliver Wyman is a leading provider of corporate strategy advice and solutions in the areas of growth strategy and corporate portfolio; non-organic growth and M&A; performance improvement; business design and innovation; corporate center and shared services; and strategic planning.

colleagues.

In 2005, the Insurance Mediation Directive which, as from October 1, 2018 has been superseded by the Insurance Distribution Directive, was adopted by the United Kingdom and 27 other European Union Member States.

Its implementation gave powers to the Financial Services Authority ("FSA"), the United Kingdom regulator at the time, to expand its responsibilities in line with the Financial Services and Markets Act (2000), the result of which was the regulation of insurance and reinsurance intermediaries.

The enhanced regulatory regime implemented in the United Kingdom created a licensing system based on an assessment of factors which included professional competence, financial capacity and the requirement to hold professional indemnity insurance.

In April 2013, the FSA was superseded by the Financial Conduct Authority ("FCA").

In April 2014, the FCA’s responsibilities were expanded further to include the regulation of credit activities for consumers.

This included the broking of premium finance to consumers who wished to spread the cost of their insurance.

In April 2015, the FCA obtained concurrent competition powers enabling it to enforce prohibitions on anti-competitive behavior in relation to financial services.

MMC

third-party insurance placements.

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

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

Other initiatives included learning and sponsorship programs to help underrepresented colleagues strengthen leadership skills, as well as the creation of various forums and networks to promote ongoing candid conversations within the organization.

PART II

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately [removed: 53,818,358,381] [added: $77,420,628,314] computed by reference to the closing price of such stock as reported on the New York Stock Exchange on June 30, [removed: 2021.][added: 2022.]

As of February [removed: 10, 2022,] [added: 9, 2023,] there were outstanding [removed: 502,765,629] [added: 494,571,451] 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: 2022] [added: 2023] Annual Meeting of Stockholders (the [removed: "2022] [added: "2023] Proxy Statement") are incorporated by reference in Part III of this Form 10-K.

- the impact from lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty or other claims against us in our capacity as a broker or investment [removed: advisor;][added: advisor, including claims related to our investment business’ ability to execute timely trades;]

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

- the financial and operational impact of complying with laws and [removed: regulations] [added: regulations,] including [added: domestic and international sanctions regimes,] anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. [removed: Anti-Bribery] [added: Anti Bribery] Act and cybersecurity and data privacy [removed: regulations, in an environment of increased regulatory activity and enforcement;][added: regulations;]

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

- our ability to compete effectively and adapt to [removed: changes in the] competitive [removed: environment,] [added: pressures in each of our businesses,] including [removed: to respond to] [added: from disintermediation as well as] technological change, [removed: disintermediation,] digital disruption and other types of innovation;

| [Information Concerning Forward-Looking [removed: Statements](#ic0784769c6924e408557556ff6d598ec_7)] [added: Statements](#i7af6aeb4ac884956bdd2347649ce89d3_7)] | | | | | | [removed: [i](#ic0784769c6924e408557556ff6d598ec_7)] [added: [i](#i7af6aeb4ac884956bdd2347649ce89d3_7)] | | |

| Item 1 — | | | [removed: [Business](#ic0784769c6924e408557556ff6d598ec_16)] [added: [Business](#i7af6aeb4ac884956bdd2347649ce89d3_16)] | | | [removed: [1](#ic0784769c6924e408557556ff6d598ec_16)] [added: [1](#i7af6aeb4ac884956bdd2347649ce89d3_16)] | | |

| Item 1A — | | | [Risk [removed: Factors](#ic0784769c6924e408557556ff6d598ec_19)] [added: Factors](#i7af6aeb4ac884956bdd2347649ce89d3_19)] | | | [removed: [14](#ic0784769c6924e408557556ff6d598ec_19)] [added: [15](#i7af6aeb4ac884956bdd2347649ce89d3_19)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#ic0784769c6924e408557556ff6d598ec_22)] [added: Comments](#i7af6aeb4ac884956bdd2347649ce89d3_22)] | | | [removed: [33](#ic0784769c6924e408557556ff6d598ec_22)] [added: [34](#i7af6aeb4ac884956bdd2347649ce89d3_22)] | | |

| Item 2 — | | | [removed: [Properties](#ic0784769c6924e408557556ff6d598ec_25)] [added: [Properties](#i7af6aeb4ac884956bdd2347649ce89d3_25)] | | | [removed: [33](#ic0784769c6924e408557556ff6d598ec_25)] [added: [35](#i7af6aeb4ac884956bdd2347649ce89d3_25)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#ic0784769c6924e408557556ff6d598ec_28)] [added: Proceedings](#i7af6aeb4ac884956bdd2347649ce89d3_28)] | | | [removed: [34](#ic0784769c6924e408557556ff6d598ec_28)] [added: [35](#i7af6aeb4ac884956bdd2347649ce89d3_28)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#ic0784769c6924e408557556ff6d598ec_31)] [added: Disclosures](#i7af6aeb4ac884956bdd2347649ce89d3_31)] | | | [removed: [34](#ic0784769c6924e408557556ff6d598ec_31)] [added: [36](#i7af6aeb4ac884956bdd2347649ce89d3_31)] | | |

| Item 5 — | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic0784769c6924e408557556ff6d598ec_37)] [added: Securities](#i7af6aeb4ac884956bdd2347649ce89d3_37)] | | | [removed: [35](#ic0784769c6924e408557556ff6d598ec_37)] [added: [36](#i7af6aeb4ac884956bdd2347649ce89d3_37)] | | |

| Item 6 — | | | [Selected Financial [removed: Data](#ic0784769c6924e408557556ff6d598ec_40)] [added: Data](#i7af6aeb4ac884956bdd2347649ce89d3_40)] | | | [removed: [36](#ic0784769c6924e408557556ff6d598ec_40)] [added: [37](#i7af6aeb4ac884956bdd2347649ce89d3_40)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic0784769c6924e408557556ff6d598ec_43)] [added: Operations](#i7af6aeb4ac884956bdd2347649ce89d3_46)] | | | [removed: [37](#ic0784769c6924e408557556ff6d598ec_43)] [added: [38](#i7af6aeb4ac884956bdd2347649ce89d3_46)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic0784769c6924e408557556ff6d598ec_46)] [added: Risk](#i7af6aeb4ac884956bdd2347649ce89d3_55)] | | | [removed: [55](#ic0784769c6924e408557556ff6d598ec_46)] [added: [58](#i7af6aeb4ac884956bdd2347649ce89d3_55)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#ic0784769c6924e408557556ff6d598ec_49)] [added: Data](#i7af6aeb4ac884956bdd2347649ce89d3_58)] | | | [removed: [57](#ic0784769c6924e408557556ff6d598ec_49)] [added: [60](#i7af6aeb4ac884956bdd2347649ce89d3_58)] | | |

| Item 9 — | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic0784769c6924e408557556ff6d598ec_142)] [added: Disclosure](#i7af6aeb4ac884956bdd2347649ce89d3_163)] | | | [removed: [117](#ic0784769c6924e408557556ff6d598ec_142)] [added: [117](#i7af6aeb4ac884956bdd2347649ce89d3_163)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#ic0784769c6924e408557556ff6d598ec_145)] [added: Procedures](#i7af6aeb4ac884956bdd2347649ce89d3_166)] | | | [removed: [117](#ic0784769c6924e408557556ff6d598ec_145)] [added: [117](#i7af6aeb4ac884956bdd2347649ce89d3_166)] | | |

| Item 9B — | | | [Other [removed: Information](#ic0784769c6924e408557556ff6d598ec_148)] [added: Information](#i7af6aeb4ac884956bdd2347649ce89d3_169)] | | | [removed: [119](#ic0784769c6924e408557556ff6d598ec_148)] [added: [119](#i7af6aeb4ac884956bdd2347649ce89d3_169)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic0784769c6924e408557556ff6d598ec_154)] [added: Governance](#i7af6aeb4ac884956bdd2347649ce89d3_175)] | | | [removed: [120](#ic0784769c6924e408557556ff6d598ec_154)] [added: [120](#i7af6aeb4ac884956bdd2347649ce89d3_175)] | | |

| Item 11 — | | | [Executive [removed: Compensation](#ic0784769c6924e408557556ff6d598ec_157)] [added: Compensation](#i7af6aeb4ac884956bdd2347649ce89d3_181)] | | | [removed: [120](#ic0784769c6924e408557556ff6d598ec_157)] [added: [120](#i7af6aeb4ac884956bdd2347649ce89d3_181)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic0784769c6924e408557556ff6d598ec_160)] [added: Matters](#i7af6aeb4ac884956bdd2347649ce89d3_178)] | | | [removed: [120](#ic0784769c6924e408557556ff6d598ec_160)] [added: [120](#i7af6aeb4ac884956bdd2347649ce89d3_178)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic0784769c6924e408557556ff6d598ec_163)] [added: Independence](#i7af6aeb4ac884956bdd2347649ce89d3_184)] | | | [removed: [120](#ic0784769c6924e408557556ff6d598ec_163)] [added: [120](#i7af6aeb4ac884956bdd2347649ce89d3_184)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#ic0784769c6924e408557556ff6d598ec_166)] [added: Services](#i7af6aeb4ac884956bdd2347649ce89d3_187)] | | | [removed: [120](#ic0784769c6924e408557556ff6d598ec_166)] [added: [120](#i7af6aeb4ac884956bdd2347649ce89d3_187)] | | |

| Item 15 — | | | [Exhibits and Financial Statement [removed: Schedules](#ic0784769c6924e408557556ff6d598ec_172)] [added: Schedules](#i7af6aeb4ac884956bdd2347649ce89d3_193)] | | | [removed: [121](#ic0784769c6924e408557556ff6d598ec_172)] [added: [121](#i7af6aeb4ac884956bdd2347649ce89d3_193)] | | |

- the impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from conflicts such as the war in Ukraine, slower GDP growth or recession, capital markets volatility and inflation;

- our ability to manage potential conflicts of interest, including where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests;

| Item 16 — | | | [Form 10-K Summary](#i7af6aeb4ac884956bdd2347649ce89d3_196) | | | [135](#i7af6aeb4ac884956bdd2347649ce89d3_196) | | |

| Signatures | | | | | | [136](#i7af6aeb4ac884956bdd2347649ce89d3_199) | | |

- 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;

- 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 interest;

| Item 16 — | | | [Form 10-K Summary](#ic0784769c6924e408557556ff6d598ec_175) | | | [134](#ic0784769c6924e408557556ff6d598ec_175) | | |

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

PART II

The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock [removed: during 2021] [added: in 2022] and [removed: 2020] [added: 2021] and each quarterly period thereof:

| | | | | | | [removed: 2021] [added: 2022] Stock Price Range | | | | | | | | | | | | [removed: 2020] [added: 2021] Stock Price Range | | | | | | | | |

| First Quarter | | | | | | [removed: $122.09] [added: $173.34] | | | | | | [removed: $106.95] [added: $142.80] | | | | | | [removed: $119.88] [added: $122.09] | | | | | | [removed: $74.33] [added: $106.95] | | |

| Second Quarter | | | | | | [removed: $141.41] [added: $183.14] | | | | | | [removed: $121.31] [added: $143.33] | | | | | | [removed: $111.99] [added: $141.41] | | | | | | [removed: $78.95] [added: $121.31] | | |

| Third Quarter | | | | | | [removed: $162.26] [added: $174.23] | | | | | | [removed: $137.85] [added: $146.82] | | | | | | [removed: $120.97] [added: $162.26] | | | | | | [removed: $106.83] [added: $137.85] | | |

| Fourth Quarter | | | | | | [removed: $175.12] [added: $176.75] | | | | | | [removed: $151.37] [added: $148.14] | | | | | | [removed: $119.31] [added: $175.12] | | | | | | [removed: $102.11] [added: $151.37] | | |

| Full Year | | | | | | [removed: $175.12] [added: $183.14] | | | | | | [removed: $106.95] [added: $142.80] | | | | | | [removed: $120.97] [added: $175.12] | | | | | | [removed: $74.33] [added: $106.95] | | |

The Company repurchased approximately 7.9 million shares of its common stock for $1.2 billion [removed: during] [added: in] 2021.

As of December 31, [removed: 2021,] [added: 2022,] the Company remained authorized to repurchase up to approximately [removed: $1.3] [added: $4.3] billion in shares of its common stock.

As February [removed: 10, 2022,] [added: 9, 2023,] there were [removed: 4,365] [added: 4,210] stockholders of record.

On March 23, 2022, the Board of Directors of the Company authorized an additional $5 billion in share repurchases.

This is in addition to the Company's existing share repurchase program, which had approximately $1.3 billion of remaining authorization as of December 31, 2021.

The Company repurchased approximately 12.2 million shares of its common stock for $1.9 billion in 2022.

The following information relates to the Company's repurchases of equity securities during any month within the fourth quarter of the fiscal year covered by this report:

| Oct 1-31, 2022 | | | | | | 977,063 | | | | | | $ | 155.2316 | | | | | 977,063 | | | | | | $ | 4,512,323,223 | |

| Nov 1-30, 2022 | | | | | | 382,066 | | | | | | $ | 164.9085 | | | | | 382,066 | | | | | | $ | 4,449,317,300 | |

| Dec 1-31, 2022 | | | | | | 800,566 | | | | | | $ | 169.0335 | | | | | 800,566 | | | | | | $ | 4,313,994,859 | |

| Total | | | | | | 2,159,695 | | | | | | $ | 162.0597 | | | | | 2,159,695 | | | | | | $ | 4,313,994,859 | |

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

The Company did not repurchase any of its common stock during 2020.

| 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 | |

| *(In millions, except per share data)* | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | | | | $ | [removed: 19,820] [added: 20,720] | | | | | $ | [removed: 17,224] [added: 19,820] | | | | | $ | [removed: 16,652] [added: 17,224] | |

| Compensation and benefits | | | | | | [removed: 11,425] [added: 12,071] | | | | | | [removed: 10,129] [added: 11,425] | | | | | | [removed: 9,734] [added: 10,129] | | |

| Other operating expenses | | | | | | [removed: 4,083] [added: 4,369] | | | | | | [removed: 4,029] [added: 4,083] | | | | | | [removed: 4,241] [added: 4,029] | | |

| Operating expenses | | | | | | [removed: 15,508] [added: 16,440] | | | | | | [removed: 14,158] [added: 15,508] | | | | | | [removed: 13,975] [added: 14,158] | | |

| Operating income | | | | | | [removed: 4,312] [added: 4,280] | | | | | | [removed: 3,066] [added: 4,312] | | | | | | [removed: 2,677] [added: 3,066] | | |

| Other net benefits credits | | | | | | [removed: 277] [added: 235] | | | | | | [removed: 257] [added: 277] | | | | | | [removed: 265] [added: 257] | | |

| Interest income | | | | | | [removed: 2] [added: 15] | | | | | | [removed: 7] [added: 2] | | | | | | [removed: 39] [added: 7] | | |

| Interest expense | | | | | | [removed: (444)] [added: (469)] | | | | | | [removed: (515)] [added: (444)] | | | | | | [removed: (524)] [added: (515)] | | |

| Investment income (loss) | | | | | | [removed: 61] [added: 21] | | | | | | [removed: (22)] [added: 61] | | | | | | [removed: 22] [added: (22)] | | |

| [removed: Acquisition related derivative contracts | | |] [added: Acquisition-related deposit] | | | [removed: —] [added: 24] | | | | | | — | | | | | | [removed: (8)] [added: —] | | |

| Income before income taxes | | | | | | [removed: 4,208] [added: 4,082] | | | | | | [removed: 2,793] [added: 4,208] | | | | | | [removed: 2,439] [added: 2,793] | | |

| Income tax expense | | | | | | [removed: 1,034] [added: 995] | | | | | | [removed: 747] [added: 1,034] | | | | | | [removed: 666] [added: 747] | | |

| Net income before non-controlling interests | | | | | | [removed: 3,174] [added: 3,087] | | | | | | [removed: 2,046] [added: 3,174] | | | | | | [removed: 1,773] [added: 2,046] | | |

| Less: Net income attributable to non-controlling interests | | | | | | [removed: 31] [added: 37] | | | | | | [removed: 30] [added: 31] | | | | | | [removed: 31] [added: 30] | | |

| Net income attributable to the Company | | | | | | $ | [removed: 3,143] [added: 3,050] | | | | | $ | [removed: 2,016] [added: 3,143] | | | | | $ | [removed: 1,742] [added: 2,016] | |

| – Basic | | | | | | $ | [removed: 6.20] [added: 6.11] | | | | | $ | [removed: 3.98] [added: 6.20] | | | | | $ | [removed: 3.44] [added: 3.98] | |

| – Diluted | | | | | | $ | [removed: 6.13] [added: 6.04] | | | | | $ | [removed: 3.94] [added: 6.13] | | | | | $ | [removed: 3.41] [added: 3.94] | |

| – Basic | | | | | | [removed: 507] [added: 499] | | | | | | [removed: 506] [added: 507] | | | | | | 506 | | |

| – Diluted | | | | | | [removed: 513] [added: 505] | | | | | | [removed: 512] [added: 513] | | | | | | [removed: 511] [added: 512] | | |

| Shares outstanding at December 31, | | | | | | [removed: 504] [added: 495] | | | | | | [removed: 508] [added: 504] | | | | | | [removed: 504] [added: 508] | | |

| For the Years Ended December 31, *(In millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income before non-controlling interests | | | $ | [removed: 3,174] [added: 3,087] | | | | | $ | [removed: 2,046] [added: 3,174] | | | | | $ | [removed: 1,773] [added: 2,046] | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] before tax: | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustments | | | [removed: (389)] [added: (1,198)] | | | | | | [removed: 559] [added: (389)] | | | | | | [removed: 148] [added: 559] | | |

| Gain (loss) related to pension and post-retirement plans | | | [removed: 1,229] [added: 641] | | | | | | [removed: (784)] [added: 1,229] | | | | | | [removed: (702)] [added: (784)] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] before tax | | | [removed: 840] [added: (557)] | | | | | | [removed: (225)] [added: 840] | | | | | | [removed: (554)] [added: (225)] | | |

| Income tax expense (credit) on other comprehensive loss | | | [removed: 305] [added: 182] | | | | | | [removed: (170)] [added: 305] | | | | | | [removed: (146)] [added: (170)] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 535] [added: (739)] | | | | | | [removed: (55)] [added: 535] | | | | | | [removed: (408)] [added: (55)] | | |

| Comprehensive income | | | [removed: 3,709] [added: 2,348] | | | | | | [removed: 1,991] [added: 3,709] | | | | | | [removed: 1,365] [added: 1,991] | | |

| Less: Comprehensive income attributable to non-controlling interests | | | [removed: 31] [added: 37] | | | | | | [removed: 30] [added: 31] | | | | | | [removed: 31] [added: 30] | | |

| Comprehensive income attributable to the Company | | | $ | [removed: 3,678] [added: 2,311] | | | | | $ | [removed: 1,961] [added: 3,678] | | | | | $ | [removed: 1,334] [added: 1,961] | |

| *(In millions, except [added: per] share data)* | | | [removed: 2021] [added: 2022] | | | | | | [added: 2021 | | | | | |] 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 1,752] [added: 1,442] | | | | | $ | [added: 1,752 | | | | | $ |] 2,089 | |

| Commissions and fees | | | [removed: 5,093] [added: 5,293] | | | | | | [removed: 4,679] [added: 5,093] | | |

| Advanced premiums and claims | | | [removed: 136] [added: 103] | | | | | | [removed: 112] [added: 136] | | |

| Other | | | [removed: 523] [added: 616] | | | | | | [removed: 677] [added: 523] | | |

| Less-allowance for credit losses | | | [removed: (166)] [added: (160)] | | | | | | [removed: (142)] [added: (166)] | | |

| Net receivables | | | [removed: 5,586] [added: 5,852] | | | | | | [removed: 5,326] [added: 5,586] | | |

| Other current assets | | | [removed: 926] [added: 1,005] | | | | | | [removed: 740] [added: 926] | | |

| *(In millions, except share data)* | | | 2022 | | | | | | 2021 | | |

| | | | 6,012 | | | | | | 5,752 | | |

| | | | $ | 33,454 | | | | | $ | 34,388 | |

| | | | 16,956 | | | | | | 15,700 | | |

| | | | $ | 33,454 | | | | | $ | 34,388 | |

| Deconsolidation of Russian businesses | | | 39 | | | | | | — | | | | | | — | | |

| Provision for taxes, net of payments and refunds | | | (54) | | | | | | (33) | | | | | | 63 | | |

| Other liabilities | | | 193 | | | | | | 358 | | | | | | (268) | | |

| Sales of long term investments | | | 86 | | | | | | 41 | | | | | | 130 | | |

| Dispositions | | | 119 | | | | | | 84 | | | | | | 98 | | |

| Other comprehensive (loss) income, net of tax | | | (739) | | | | | | 535 | | | | | | (55) | | |

| Purchase of treasury shares | | | (1,950) | | | | | | (1,159) | | | | | | — | | |

The Consulting segment includes health, wealth and career solutions and products, and specialized management, strategic, economic and brand consulting services.

*Deconsolidation of Russia*

On February 24, 2022, Russian forces launched a military invasion of Ukraine.

In response, the United States (U.S.), the European Union (E.U.), United Kingdom (U.K.) and other governments have imposed significant economic sanctions on Russia, and Russia has responded with counter-sanctions.

The Company concluded that it did not meet the accounting criteria for control over its wholly-owned Russian businesses due to the evolving trade and economic sanctions, and recorded a loss of $52 million on the deconsolidation of the Russian businesses and other related charges.

Subsequently, the Company entered into a definitive agreement to exit its businesses in Russia and transfer ownership to local management, pending regulatory approvals.

The Company continues to monitor the ongoing situation and its potential impact on our business, financial condition, results of operations and cash flows.

| | | | | | | 2,402 | | | | | | 2,436 | | |

| Fixed assets, net | | | | | | $ | 871 | | | | | $ | 847 | |

Net Investment income in 2022 is driven primarily by lower mark-to-market gains from the Company's private equity investments compared to the prior year.

In the U.K., the plan duration is reflected using the Mercer yield curve.

and interest rate environment in the country in which the lease exists.

The first

| Net income before non-controlling interests | | | $ | 3,087 | | | | | $ | 3,174 | | | | | $ | 2,046 | |

The Company's fiduciary assets primarily include bank or short-term time deposits and liquid money market funds, classified as cash and cash equivalents.

constrained to an amount that is probable to not have a significant negative adjustment.

Commission revenue is estimated using historical information about the risks to be covered over the policy period, some of which are dependent on variable factors such as number of employees covered, covered payroll, airline passenger miles flown, shipped tonnage of marine cargo and others.

(a) Revenue in 2022 includes the loss on deconsolidation of the Company's Russian businesses at Marsh and Oliver Wyman of $27 million and $12 million, respectively.

Revenue in 2021 includes a net gain on the disposition of businesses of approximately $50 million.

(b) Revenue in 2021 includes gain on consolidation of Marsh India of $267 million.

(c) Revenue in 2022 includes a net gain from the sale of the Mercer U.S. affinity business of $112 million.

Details of the change in Contract Assets and Contract Liabilities for 2022 and 2021 are as follows:

| *(In millions)* | | | | | | 2022 | | | | | | 2021 | | |

| Contract Assets | | | | | | | | | | | | | | |

| Balance beginning of the year | | | | | | $ | 290 | | | | | $ | 236 | |

| Additions | | | | | | 661 | | | | | | 547 | | |

| Transfers to accounts receivable (a) | | | | | | (614) | | | | | | (493) | | |

| Balance at the end of the year | | | | | | $ | 335 | | | | | $ | 290 | |

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

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

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

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

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

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

| Charge for early extinguishment of debt | | | — | | | | | | — | | | | | | 32 | | |

| (Benefit) provision for deferred income taxes | | | (63) | | | | | | 40 | | | | | | 84 | | |

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

| Accounts payable and accrued liabilities | | | 225 | | | | | | 241 | | | | | | 120 | | |

| Accrued income taxes | | | (45) | | | | | | 60 | | | | | | 42 | | |

| Payments for early extinguishment of debt | | | — | | | | | | — | | | | | | (585) | | |

| Acquisition-related derivative payments | | | — | | | | | | — | | | | | | (337) | | |

| Dispositions | | | 84 | | | | | | 98 | | | | | | 229 | | |

The World Health Organization declared COVID-19 a pandemic in March 2020.

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*

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

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

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

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

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

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

States or as collateral under captive insurance arrangements.

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

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

The investment gain in 2019 includes gains of $10 million related to mark-to-market changes in equity securities and gains of $12 million related to investments in private equity funds and other investments.

fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings.

New Accounting Pronouncements Adopted Effective January 1, 2020:

In August 2018, the FASB issued new guidance that amends required fair value measurement disclosures.

The guidance adds new requirements, eliminates some current disclosures and modifies

other required disclosures.

The new disclosure requirements, along with modifications made to disclosures as a result of the change in requirements for narrative descriptions of measurement uncertainty, must be applied on a prospective basis.

The effects of all other amendments included in the guidance must be applied retrospectively for all periods presented.

The adoption of this guidance impacted disclosures only and did not have an impact on the Company's financial position or results of operations.

In August 2018, the FASB issued new guidance that amends disclosures related to Defined Benefit Plans.

The guidance removes disclosures that no longer are considered cost-beneficial, clarifies the specific requirements of certain disclosures, and adds disclosure requirements identified as relevant.

Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc. [added: and subsidiaries (the "Company") as of December 31, 2022, 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] of the Company and our report dated February [removed: 16, 2022,] [added: 13, 2023,] expressed an unqualified opinion on those financial statements.

February 13, 2023

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.

and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

February 16, 2022

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: 2022] [added: 2023] Proxy Statement.

The executive officers and executive officer appointees of the Company are [removed: Peter] [added: Paul Beswick, Katherine] J.

Doyle, Martine Ferland, Carmen Fernandez, [removed: Daniel S.][added: Dean Klisura, Mark C.]

The information set forth in the [removed: 2022] [added: 2023] 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.

Brennan, John Q.

Beshar, Paul Beswick, John Q.

Glaser, Dean Klisura, Mark C.

The information set forth in the sections "Additional Information—Director Compensation" and "Executive Compensation—Compensation of Executive Officers" in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

Consolidated Statements of Shareholders Equity for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

(4.7) [Form of Fourth Supplemental Indenture between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form [removed: 8-K dated] [added: 8-K](http://www.sec.gov/Archives/edgar/data/62709/000119312514218425/d735523dex41.htm) [dated] May 27, 2014)](http://www.sec.gov/Archives/edgar/data/62709/000119312514218425/d735523dex41.htm)

(4.17) [removed: [Four](https://www.sec.gov/Archives/edgar/data/0000062709/000119312521352100/d264890dex41.htm)[teenth] [added: [Fourteenth] Supplemental Indenture, dated December 8, 2021, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Company’s Current Report on Form 8-K dated December 9, 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000119312521352100/d264890dex41.htm)

[removed: (4.18)] [added: (4.19)] [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, [removed: 2019)](https://www.sec.gov/ix?doc=/Archives/edgar/data/62709/000006270920000010/mmc1231201910k.htm)][added: 2019)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000006270920000010/mmc1231201910k.htm)]

(10.1)[*Marsh & McLennan Companies, Inc. U.S. Employee 1996 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 1996](http://www.sec.gov/Archives/edgar/data/62709/0001005477-97-000915.txt)][added: 1996](http://www.sec.gov/Archives/edgar/data/62709/0001005477-97-000915.txt))]

(10.12)[*Form of 2012 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. [removed: 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] [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, 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formof2012long-termincenti.htm)

[removed: (10.21)[*F](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)[orm] [added: (10.21)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, 2020 through February 1, 2021, 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: 2020](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)]

(10.24)[*Form of Restricted Stock Unit Award, dated as [removed: of February] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofrsuaward2018ex_102.htm) [February] 21, [removed: 2018 under] [added: 2018](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofrsuaward2018ex_102.htm) [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, 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofrsuaward2018ex_102.htm)

(10.25)[*Form of Restricted Stock Unit Award, dated as [removed: of February] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofrsuaward2019ex_104.htm) [February] 19, [removed: 2019,] [added: 2019](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofrsuaward2019ex_104.htm)[,] 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, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofrsuaward2019ex_104.htm)

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

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

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

(10.30)[*Form of Restricted Stock Unit Award, dated as of [removed: February] [added: F](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofrsuaward2020ex108.htm)[ebruary] 19, [removed: 2020,] [added: 2020](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofrsuaward2020ex108.htm)[,] 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, 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofrsuaward2020ex108.htm)

(10.31)[*Form of Performance Stock Unit Award, dated as [removed: of February] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofpsuaward2018ex_103.htm) [February] 21, [removed: 2018,] [added: 2018](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofpsuaward2018ex_103.htm)[,] 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, 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofpsuaward2018ex_103.htm)

(10.32)[*Form of Performance Stock Unit Award, dated as [removed: of February] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofpsuaward2019ex_105.htm) [February] 19, [removed: 2019,] [added: 2019](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofpsuaward2019ex_105.htm)[,] 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, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofpsuaward2019ex_105.htm)

(10.33)[*Form of Performance Stock Unit Award, dated as [removed: of May] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltpsuawardex106.htm) [May] 1, [removed: 2019,] [added: 2019](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltpsuawardex106.htm)[,] 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 June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltpsuawardex106.htm)

(10.34)[*Form of Performance Stock Unit Award, dated as [removed: of February] [added: of](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofpsuaward2020ex109.htm) [February] 19, [removed: 2020,] [added: 202](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofpsuaward2020ex109.htm)[0,] 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, 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofpsuaward2020ex109.htm)

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

(10.37)[*Form of Stock Option Award, dated as [removed: of February] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofsoaward2018ex_104.htm) [February] 21, [removed: 2018,] [added: 2018](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofsoaward2018ex_104.htm)[,] 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, 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofsoaward2018ex_104.htm)

(10.38)[*Form of Stock Option Award, dated as [removed: of February] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm) [February] 19, [removed: 2019,] [added: 2019](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm)[,] under the Marsh & McLennan [removed: Companies,](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm) [Inc.] [added: 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: 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)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm)]

(10.39)[*Form of Stock Option Award, dated as [removed: of May] [added: of](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm) [May] 1, [removed: 2019, un](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm)[der] [added: 2019](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm)[, 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 June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm)

(10.40)[*Form of Stock Option Award, dated as [removed: of February] [added: of](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm) [February] 19, [removed: 2020,] [added: 2020](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)[,] 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: 2020](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)]

(10.41)*[Form [removed: o](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[f] [added: of] Stock Option Award, dated as of](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm) [removed: [Februar](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[y,] [added: [February,] 22, [removed: 2021,] [added: 2021](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[,] under the Marsh [removed: &](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm) [McLennan] [added: & McLennan] Companies, Inc. [removed: 20](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[20] [added: 2020] Incentive [removed: an](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[d] [added: and] Stock [removed: Award](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm) [(incor](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[porated] [added: Award (incorporated] by [removed: reference](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm) [to] [added: reference to] the Company's Quarterly Report on Form 10-Q for [removed: the](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm) [quart](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[er] [added: the quarter] ended March 31, [removed: 2021](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)[)](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)][added: 2021)](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)]

[removed: (10.42)[*Marsh] [added: (10.47)[*Marsh] & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 dated August 5, 2011, Registration No. 333-176084)](http://www.sec.gov/Archives/edgar/data/62709/000119312511211785/dex991.htm)

[removed: (10.43)[*Amendment] [added: (10.48)[*Amendment] to the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000010/mmc12312018ex_1038.htm)

[removed: (10.44)[*Marsh] [added: (10.49)[*Marsh] & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference from Exhibit C to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2020](https://www.sec.gov/Archives/edgar/data/62709/000119312520098080/d821972ddef14a.htm#toc821972_52)[)](https://www.sec.gov/Archives/edgar/data/62709/000119312520098080/d821972ddef14a.htm#toc821972_52)

[removed: (10.45)[*Amendments] [added: (10.51)[*Amendments] to Certain Marsh & McLennan Companies Equity-Based Awards Due to U.S. Tax Law Changes Affecting Equity-Based Awards granted under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan, effective January 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)](http://www.sec.gov/Archives/edgar/data/62709/000119312509040859/dex1021.htm)

[removed: (10.46)[*Section] [added: (10.52)[*Section] 409A Amendment Document, effective as of January 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December [removed: 31,](http://www.sec.gov/Archives/edgar/data/62709/000119312509040859/dex1022.htm) [2008)](http://www.sec.gov/Archives/edgar/data/62709/000119312509040859/dex1022.htm)][added: 31, 2008)](http://www.sec.gov/Archives/edgar/data/62709/000119312509040859/dex1022.htm)]

[removed: (10.47)[*Section] [added: (10.53)[*Section] 409A Amendment Regarding Payments Conditioned Upon Employment-Related Action to Any and All Plans or Arrangements Entered into by the Marsh & McLennan Companies, Inc., or any of its Direct or Indirect Subsidiaries, that Provide for the Payment of Section 409A Nonqualified Deferred Compensation, effective December 21, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000004/ex1042.htm)

[removed: (10.48)[*Marsh] [added: (10.54)[*Marsh] & McLennan Companies Supplemental Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan) Restatement, effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000004/ex1043.htm)

[removed: (10.49)[*First] [added: (10.55)[*First] Amendment to the Marsh & McLennan Companies Supplemental Savings & Investment Plan Restatement effective January 1, 2012 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000008/mmc12312016ex_1034.htm)

[removed: (10.50)[*Second] [added: (10.56)[*Second] Amendment to the Marsh & McLennan Companies Supplemental Savings & Investment Plan Restatement effective January 1, 2012 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000007/mmc12312017ex_1039.htm)

[removed: (10.51)[*Third] [added: (10.57)[*Third] Amendment to the Marsh & McLennan Companies Supplemental Savings & Investment Plan Restatement effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000010/mmc12312018ex_1045.htm)

[removed: (10.52)[*F](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[ourth] [added: (10.58)[*Fourth] Amendment to the Marsh & McLennan Companies Supplemental Savings & Investment Plan Restatement [removed: effective](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm) [Jan](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[uary 1,](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm) [20](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[12 (](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm) [](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[incorporated](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm) [b](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[y] [added: effective January 1, 2012 (](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[incorporated by] reference to the Company's Annual [removed: Repo](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[rt] [added: Report] on [removed: Fo](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[rm] [added: Form] 10-K for the year [removed: en](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[ded D](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[ecember] [added: ended December] 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[0](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)[)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000008/mmc12312020ex_1062.htm)]

[removed: (10.53)[*Marsh] [added: (10.60)[*Marsh] & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated, effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000004/ex1045.htm)

[removed: (10.54)[*First] [added: (10.61)[*First] Amendment to the Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated effective January 1, 2012 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000008/mmc12312016ex_1037.htm)][added: 2016](http://www.sec.gov/Archives/edgar/data/62709/000006270917000008/mmc12312016ex_1037.htm)]

(4.18) [Fifteenth Supplem](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[ental Indenture](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm) [dated October 31, 2022, between Ma](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[rs](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[h & McLennan Companies, Inc. and the Bank of New York Mellon](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[, as trustee (incorporated by refer](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[enc](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[e to the Com](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[pany'](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[s Current Report on Form 8-K dated O](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[c](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[tober](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm) [31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)

(10.42)[*Form of Deferred Stock Unit Award, with grant dates from March 1, 2022 through February 1, 2023, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Cliff Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_103.htm)

(10.43)[*Form of Deferred Stock Unit Award, with grant dates from March 1, 2022 through February 1, 2023, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Ratable Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_104.htm)

(10.44)[*Form of Restricted Stock Unit Award, dated as of](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_105.htm) [February 23, 2022](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_105.htm)[, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_105.htm)

(10.45)[*Form of Performance Stock Unit Award, dated as of](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_106.htm) [February 23, 2022](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_106.htm)[, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_106.htm)

(10.46)[*Form of Stock Option Award, dated as of](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_107.htm) [February 23, 2022](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_107.htm)[, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_107.htm)

(10.50)[2023 Amendment to the Marsh & McLennan C](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1045.htm)[ompanies, I](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1045.htm)[nc.

2020 Incentive and Stock Award Plan](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1045.htm) [effective Jan](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1045.htm)[uary 12, 2023](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1045.htm)

(10.59)[Mar](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[sh & McLennan](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm) [Companies](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm) [Supplementa](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[l Savings & Investment Plan (formerly the Marsh & McLenn](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[an Companies Stock Investment Supplemental](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm) [Plan](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm) [Restatement effecti](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[ve January 1, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)

(10.75)[*Letter Agreement Amendment, dated September 23, 2022, between Marsh & McLennan Companies, Inc. and Daniel S.

Glaser (incorporated by reference to the Company’s Current Report on Form 8-K dated September 23, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000072/letteragreementdatedseptem.htm)

(10.80)[*Letter Agreement, effective as of September 22, 2022, between Marsh & McLennan Companies, Inc. and Mark C.

McGivney (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000081/mmc0930202210qex_102.htm)

(10.84)[*Letter Agreement, effective as of January 1, 2022 between Marsh & McLennan Companies, Inc. and John Q.

Doyle](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm) [](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[(incorporat](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[ed by refer](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[ence to the Compan](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[y's Annual Report on F](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[or](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[m 10-K for the year](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm) [end](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[ed D](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[e](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[c](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[ember 31, 2021)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)

(10.85)[*Letter Amendment](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[, dated](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm) [November 10,](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm) [2022](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[, between Marsh & McLennan C](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[ompanies](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[, Inc. and Jo](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[hn Q](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[.

Doyle (i](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[ncorporated by refer](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[enc](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[e to the Compan](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[y's Current Report on Form 8-](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[K](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[/A dated Septemb](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)[er 26, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000088/jdoyleceoemploymentlettera.htm)

(10.89)[*Letter Agreement, effective as of April 1, 2022, between Marsh & McLennan Companies, Inc. and Martine Ferland (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_102.htm)

(10.90)[*Letter Agreement, effective as of February 19, 2019, between Marsh & McLennan Companies, Inc. and Peter C.

(10.91)[*Non-Competition and Non-Solicitation Agreement, effective as of June 1, 2016, between Marsh & McLennan Companies, Inc. and Peter C.

(10.92)[*Letter Agreement, effective as of January 1, 2022, between Marsh & McLennan Companies, Inc. and Peter C.

Hearn (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_101.htm)

*Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

(10.75)[*L](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[etter Agreement](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[, effe](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[cti](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[v](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[e as of January 1, 2022 between Marsh & McLenna](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[n Com](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[panies, I](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[nc.

and J](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[o](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[hn Q](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[.

Doyl](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)[e](https://www.sec.gov/Archives/edgar/data/62709/000006270922000009/letteragreementeffectiveas.htm)

| | | | | | | | | | | | | [removed: Daniel S. Glaser] [added: John Q. Doyle] President and Chief Executive Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated this [removed: 16th] [added: 13th] day of February, [removed: 2022.][added: 2023.]

| /S/ [removed: DANIEL S. GLASER Daniel S. Glaser] [added: JOHN Q. DOYLE John Q. Doyle] | | | | | | Director, President & Chief Executive Officer | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ MARK C. MCGIVNEY Mark C. McGivney | | | | | | Chief Financial Officer | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ STACY M. MILLS Stacy M. Mills | | | | | | Vice President & Controller (Chief Accounting Officer) | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ ANTHONY K. ANDERSON Anthony K. Anderson | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ OSCAR FANJUL Oscar Fanjul | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ H. EDWARD HANWAY H. Edward Hanway | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ DEBORAH C. HOPKINS Deborah C. Hopkins | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ TAMARA INGRAM Tamara Ingram | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ [removed: Jane] [added: JANE] H. [removed: Lute] [added: LUTE] Jane H. Lute | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ STEVEN A. MILLS Steven A. Mills | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ BRUCE P. NOLOP Bruce P. Nolop | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ MORTON O. SCHAPIRO Morton O. Schapiro | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ LLOYD M. YATES Lloyd M. Yates | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| /S/ R. DAVID YOST R. David Yost | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 13, 2023] | | |

| Dated: | | | February 13, 2023 | | | By | | | | | | /S/ JOHN Q. DOYLE | | |

| /S/ HAFIZE GAYE ERKAN Hafize Gaye Erkan | | | | | | Director | | | | | | February 13, 2023 | | |

| Dated: | | | February 16, 2022 | | | By | | | | | | /S/ DANIEL S. GLASER | | |

| /S/ MARC D. OKEN Marc D. Oken | | | | | | Director | | | | | | February 16, 2022 | | |