Marsh & McLennan Companies (MRSH) 10-K risk factor changes: FY2023 vs FY2022

- 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 [removed: E.U.] [added: EU's] General Data Protection Regulation (GDPR) and the California [added: Consumer] Privacy [added: Act, as amended by the California Privacy] Rights [removed: Act (CPRA),] [added: Act, (CCPA),] could adversely affect our financial condition, operating results and our reputation;

- Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology or respond effectively to the threat of digital disruption and other technological [removed: change;][added: change such as AI;]

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

- We face risks when we acquire [added: or dispose of] businesses;

- Adverse legal developments and future regulations concerning how intermediaries are compensated by insurers or clients, as well as allegations of anti-competitive behavior or conflicts of [removed: interest more broadly,] [added: interest,] could have a material adverse effect on Marsh’s business, results of operations and financial condition;

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

Geopolitical and macroeconomic conditions, including [removed: conflicts such as] [added: from multiple major wars, escalating conflict throughout] the [removed: war] [added: Middle East and rising tension] in [removed: Ukraine,] [added: the South China Sea,] slower GDP growth or recession, [added: lower interest rates,] capital markets volatility and inflation affect our clients' businesses and the markets they serve.

For example, the war in Ukraine [removed: has continued to result] [added: and the escalating conflict throughout the Middle East have resulted] in worldwide geopolitical and macroeconomic uncertainty and may negatively impact other regional and global economic markets (including [removed: Europe] [added: Europe, the Middle East] and the [removed: United States),] [added: U.S.),] companies in other countries (particularly those that have done business with [removed: Russia)] [added: Russia or have substantial exposure to, or operations in, impacted countries)] 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, [removed: for nearly three years,] the COVID-19 pandemic [removed: has] impacted businesses, including our clients, third-party vendors and business partners, globally in every geography in which we operate.

In addition, the [removed: 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.

[removed: These] [added: For example,] fluctuations in [added: interest rates and] foreign exchange rates between the U.S. dollar and foreign currencies may adversely affect our results of operations.

In addition, we may incur investment losses as a result of unusual and unpredictable market developments, and we may [removed: continue to] experience [removed: reduced investment] [added: lower] earnings if the yields on investments [removed: deemed] [added: begin] to [removed: be low risk remain at or near their current low levels.][added: decline.]

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

Our information technology systems and [removed: safety] [added: information security] 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, and undersea cables, are potentially vulnerable to unauthorized access, damage or interruption from a variety of external threats, including [added: software bugs,] physical attack, cyberattacks, computer viruses and other malware, [removed: ransomware] [added: malicious or destructive code, ransomware, social engineering attacks (including phising] and [added: digital or telephonic impersonation), hacking, denial-of-service attacks and] other types of data and systems-related modes of attack.

[removed: A] [added: Further, a] disruption of physical infrastructure could impact our ability to conduct business and service clients.

Disruptions may be the result of weather, natural disaster, war, terrorism, pandemic, or other natural or geopolitical [removed: event.][added: events.]

Our systems are also subject to compromise from internal threats such as [added: fraud, mistake, misconduct or other] improper action by employees, vendors and other third parties with otherwise legitimate access to our systems.

The latency of a compromise is often measured in months but could be years, and we may not be able to detect a compromise in a timely [added: manner, and even if detected, there can be no assurance that we can mitigate or remediate such compromise in an adequate or timely] manner.

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

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

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

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

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

Our policies, employee training (including phishing prevention training), procedures and technical safeguards may also be insufficient to [removed: prevent or] [added: prevent,] detect [added: or remediate] improper access to confidential, personal or proprietary information.

The volume of new software vulnerabilities has increased markedly, as has the criticality of patches and other [added: mitigation and] remedial measures.

In addition to [added: mitigating and] remediating newly identified vulnerabilities, previously identified vulnerabilities must also be continuously addressed.

In addition, we have migrated certain data, and may increasingly migrate data, to the cloud [added: where it is] hosted by third-party providers.

Some of these vendors and third parties also have direct access to our [removed: systems.][added: systems or data.]

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

[removed: attack on SolarWinds that created] security [removed: vulnerabilities for public and private organizations around] [added: breaches, such as] the [removed: world] [added: October 2023 attack on Okta] may embolden malicious actors to target the IT supply chain and providers of business software.

We have a history of making acquisitions and investments, including [removed: the acquisition] [added: a total] of [removed: JLT] [added: 80] in [removed: 2019.][added: the period from 2019 to 2023.]

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

We also may be unable to detect an incident, assess its severity or impact, or appropriately respond in a timely [added: or adequate] manner.

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 [removed: E.U.] [added: EU's] General Data Protection Regulation (GDPR) and the California [added: Consumer] Privacy [added: Act, as amended by the California Privacy] Rights [removed: Act (CPRA),] [added: Act, (CCPA),] could adversely affect our financial condition, operating results and our reputation.

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

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

The [removed: scope and interpretation] [added: number] of [removed: the] laws that [removed: are or may be applicable] [added: apply] to us [removed: are] [added: keeps increasing and the interpretation of such laws is] often uncertain and may be conflicting.

[removed: European Commission’s] [added: Many of these laws, which are modeled after the GDPR, have greatly increased the] jurisdictional reach of [removed: its] [added: privacy] laws and added a broad array of requirements for handling personal data, such as the public disclosure of data breaches, [removed: privacy] [added: data protection] impact assessments, data portability and the appointment of data protection officers in some cases.

Despite a proliferation of regulatory guidance papers, there remains uncertainty in key areas related to [removed: the GDPR and the CPRA,] [added: these laws,] and that uncertainty could result in potential liability for our failure to meet our [removed: obligations under the GDPR and] [added: obligations, including] the [removed: CPRA.][added: possibility of significant fines some of which can amount to 4% or more of our global revenue.]

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 [removed: outside of the E.U.,] [added: across borders,] our compliance with [removed: laws] such [removed: as the GDPR and the CPRA] [added: laws] will continue to require time, resources and review of the technology and systems we use.

- The current U.S. tax regime has provisions which have unintended consequences and may also impact our tax rate in varying degrees based on where our global income is earned;

Lower interest rates may lead to a decline in our fiduciary income.

In particular, the advance of AI and large language models has given rise to additional vulnerabilities and potential entry points for cyber threats.

With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation.

In addition, increasing use of generative AI models in our internal systems may create new attack methods for adversaries.

Because generative AI is a new field, understanding of cybersecurity risks and protection methods continues to develop, and features that rely on generative AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.

Despite our efforts to comply with applicable cybersecurity requirements and mitigate risks of cybersecurity threats, we cannot be certain that our security measures will definitively prevent, contain, detect, or remediate all cybersecurity threats or incidents or other instructions from malware currently in existence or developed in the future.

Highly publicized data

Our control over and ability to monitor the cybersecurity practices of our third-party vendors and service providers, and other third parties with whom we do business, remains limited, and there can be no assurance that we can prevent, mitigate, or remediate the risk of any compromise or failure in the cybersecurity infrastructure owned or controlled by such third parties.

Additionally, any contractual protections with such third parties, including our right to indemnification, if any, may be limited or insufficient to prevent a negative impact on our business from such compromise or failure.

We have a history of making acquisitions and investments.

Further, we cannot be sure that our existing coverage will continue to be available on acceptable terms or at all or that our insurers will not deny coverage as to any future claim.

At the international level, we are subject to an increasing number of comprehensive privacy laws including, for example, those passed in Indonesia, the Kingdom of Saudi Arabia and India.

Following the UK’s withdrawal from the EU, we are also subject to the UK General Data Protection Regulation (“UK GDPR”), a version of the GDPR as implemented into UK law, and this law may not mirror the GDPR, thereby adding operational complexity and legal risk.

These requirements are complex and our efforts to comply with them require significant resources, and we cannot guarantee we are or will be in full compliance with such laws at all times.

At the U.S. federal level, we are subject to various privacy laws and regulations, including those promulgated under the authority of the U.S. Federal Trade Commission, which has the authority to regulate and enforce against unfair or deceptive acts or practices in or affecting commerce, including with respect to data privacy and cybersecurity.

At the U.S. state level, we are subject to laws and regulations related to privacy, such as the CCPA which introduced concepts such as transparency and rights like access and deletion, that have been enacted by over a dozen states with many more on the verge of enacting such laws.

These laws establish a privacy framework for covered businesses, including various obligations imposed on them related to the personal information they collect and use, and offer various rights for their state residents.

Some of these laws provide a private right of action for violations and in some cases damages may be significant.

Many of these laws diverge from the CCPA and create their own set of rules and this proliferation of inconsistent state level privacy laws will add operational complexity and increased risk of noncompliance or violations which could trigger enforcement action or litigation.

For example, in late 2023 the New York State Department of Financial Services (NYDFS) issued amendments to its previous cybersecurity regulations which imposed obligations on companies such as Marsh McLennan, including for example, requiring companies to provide evidence of how they are implementing their data retention, data governance and data classifications policies and procedures.

For example, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a breach.

In addition to government regulation, our agreements with certain third parties may require us to notify them in the event of a security breach.

This narrow notification window is often too short to

We post public privacy policies and other documentation regarding our collection, use, disclosure, cross-border transfer, retention, and other processing of personal information.

Although we endeavor to comply with our published policies and other documentation, we may at times fail to do so or may be perceived to have failed to do so.

Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, contractors, service providers, vendors or other third parties with whom we do business fail to comply with our published policies and documentation.

Such failures could carry similar consequences or subject us to potential enforcement actions or investigations if they are found to be deceptive, unfair or misrepresentative of our actual practices.

We are actively investing in generative AI tools.

While our internal generative AI tool, LenAI, was designed to meet our standards for data security and to address and mitigate the risks associated with this new technology, our use of generative AI in certain products and services may present risks and challenges that remain uncertain due to

the relative novelty of this technology.

These risks may include enhanced governmental or regulatory scrutiny, litigation or ethical concerns.

While we are implementing certain mitigation measures and governance to the proliferation of AI tools, these measures may be inadequate or may not meet a growing number of legal and regulatory requirements related to AI.

In particular, heightened

For example, in the U.S. there has been increased legal scrutiny on inclusion and diversity-related programs and initiatives.

Moreover, as ESG reporting standards continue to evolve, including with guidance from the International Sustainability Standards Board (ISSB) and the European Sustainability Reporting Standards (ESRS) under the Corporate Sustainability Reporting Directive (CSRD), we continue to evaluate and update our public disclosures in these areas, including refining our disclosure of metrics and goals in accordance with the guidance and our own ESG assessments and priorities.

Any failure by us to design and execute operating model changes that capture opportunities and efficiencies at the intersections of our businesses and maximize the value we deliver to clients and stakeholders could have an adverse impact on our business.

Furthermore, the competition for talent continues to accelerate.

For example, hackers have

Finally, changes in the aggregated, smoothed asset returns as future years replace prior years, has an impact on both the level and the volatility of pension expense.

- The current U.S. tax regime makes our results more difficult to predict;

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.

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

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

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

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

Other similar supply chain compromises could have a significant negative impact on our systems and operations.

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).

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

For example, 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.

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

These requirements were phased in and the last of them came into effect on March 1, 2019.

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.

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.

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

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

Moreover, as we continue to align with the recommendations of the Financial Stability Board's Task Force on Climate-related Financial Disclosures (TCFD), the Sustainability Accounting Standards Board (SASB), and our own ESG assessments and priorities, we have expanded our public disclosures in these areas, including providing additional metrics and goals.

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

effect.

We have a history of making acquisitions and investments, including a total of 93 in the period from 2017 to 2022.

Certain of

Approximately 51% of our total revenue reported in 2022 was from business outside of the United States.

The current U.S. tax regime makes our results more difficult to predict.

Given the

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

result of a downturn in the global markets, could cause the value of our assets under management or advisement, and the fees earned by Mercer to decline.

Clients dissatisfied with our

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

[removed: The Company’s] [added: With annual revenue of $23 billion, the Company has] more than 85,000 colleagues [removed: advise] [added: advising] clients in over 130 countries.

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

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

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

The [removed: consolidated] results of operations in the Management Discussion & Analysis ("MD&A") [removed: includes] [added: include] an overview of the Company’s consolidated [removed: 2022] [added: 2023] results compared to the [removed: 2021] [added: 2022] results, and should be read in conjunction with the consolidated financial statements and notes.

For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal year [removed: 2020,] [added: 2021,] refer to "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of [removed: our] [added: the Company's] Form 10-K for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

- Consolidated revenue in [removed: 2022] [added: 2023] was [removed: $20.7] [added: $22.7] billion, an increase of [removed: 5% compared with 2021,] [added: 10%,] or 9% on an underlying basis.

Net income attributable to the Company was [removed: $3.0] [added: $3.8] billion.

[removed: Earnings] [added: Diluted earnings] per share [removed: decreased from $6.13] [added: increased] to [added: $7.53 from] $6.04, or [removed: 1%] [added: 25%] from the prior year.

- Risk and Insurance Services revenue in [removed: 2022] [added: 2023] was [removed: $12.6] [added: $14.1] billion, an increase of [removed: 5%, or 9%] [added: 11%,] on [removed: an] [added: a reported and] underlying basis.

Operating income was [added: $3.9 billion and] $3.1 billion in [removed: both 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

- Consulting revenue in [removed: 2022] [added: 2023] was [removed: $8.1] [added: $8.7] billion, an increase of [removed: 5%, or 8%] [added: 7%,] on [removed: an] [added: a reported and] underlying basis.

Operating income was [removed: $1.6] [added: $1.7] billion and [removed: $1.5] [added: $1.6] billion in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

*•*The Company's results of operations in [removed: 2022] [added: 2023] were impacted by restructuring activities of [removed: $427] [added: $301] 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 [removed: 20] [added: 14] acquisitions in [removed: 2022,] [added: 2023,] the largest being the [removed: acquisition] [added: acquisitions] of [removed: HMS] [added: Honan] Insurance [removed: Inc., a full service broker] [added: Group and Graham Company] in the Risk and Insurance [removed: services segment, and the][added: Services segment.]

[removed: - The] [added: In March 2023, the] Company issued [removed: senior notes of $500 million due 2032 and $500] [added: $600] million [removed: due 2052, and repaid] [added: of 5.450%] senior notes [removed: of $350 million] due [removed: in March 2023.][added: 2053.]

- In [removed: 2022,] [added: 2023,] the Company repurchased [removed: 12.2] [added: 6.4] million shares for [removed: $1.9] [added: $1.15] billion.

| For the Years Ended December 31, *(In millions, except per share data)* | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021 | | |]

| Revenue | | | [added: | | |] $ | [removed: 20,720] [added: 22,736] | | | | | $ | [removed: 19,820] [added: 20,720] | | | | | $ | [removed: 17,224] [added: 19,820] | |

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

| Compensation and benefits | | | [removed: 12,071] | | | [added: 13,099] | | | [removed: 11,425] | | | [added: 12,071] | | | [removed: 10,129] | | | [added: 11,425 | | |]

| Other operating expenses | | | [removed: 4,369] | | | [added: 4,355] | | | [removed: 4,083] | | | [added: 4,369] | | | [removed: 4,029] | | | [added: 4,083 | | |]

| Operating expenses | | | [removed: 16,440] | | | [added: 17,454] | | | [removed: 15,508] | | | [added: 16,440] | | | [removed: 14,158] | | | [added: 15,508 | | |]

| Operating income | | | [added: | | |] $ | [removed: 4,280] [added: 5,282] | | | | | $ | [removed: 4,312] [added: 4,280] | | | | | $ | [removed: 3,066] [added: 4,312] | |

| Income before income taxes | | | [added: | | |] $ | [removed: 4,082] [added: 5,026] | | | | | $ | [removed: 4,208] [added: 4,082] | | | | | $ | [removed: 2,793] [added: 4,208] | |

| Net income before non-controlling interests | | | [added: | | |] $ | [removed: 3,087] [added: 3,802] | | | | | $ | [removed: 3,174] [added: 3,087] | | | | | $ | [removed: 2,046] [added: 3,174] | |

| Net income attributable to the Company | | | [added: | | |] $ | [removed: 3,050] [added: 3,756] | | | | | $ | [removed: 3,143] [added: 3,050] | | | | | $ | [removed: 2,016] [added: 3,143] | |

| Net income per share attributable to the Company | | | | | | | | | | | | | | | | | | [added: | | |]

| – Basic | | | [added: | | |] $ | [removed: 6.11] [added: 7.60] | | | | | $ | [removed: 6.20] [added: 6.11] | | | | | $ | [removed: 3.98] [added: 6.20] | |

| – Diluted | | | [added: | | |] $ | [removed: 6.04] [added: 7.53] | | | | | $ | [removed: 6.13] [added: 6.04] | | | | | $ | [removed: 3.94] [added: 6.13] | |

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

| – Basic | | | [removed: 499] | | | [added: 494] | | | [removed: 507] | | | [added: 499] | | | [removed: 506] | | | [added: 507 | | |]

| – Diluted | | | [removed: 505] | | | [added: 499] | | | [removed: 513] | | | [added: 505] | | | [removed: 512] | | | [added: 513 | | |]

| Shares outstanding at December 31, | | | [removed: 495] | | | [added: 492] | | | [removed: 504] | | | [added: 495] | | | [removed: 508] | | | [added: 504 | | |]

Consolidated operating income [removed: decreased $32 million,] [added: increased $1.0 billion,] or [removed: 1%] [added: 23%] to [removed: $4.3] [added: $5.3] billion in [removed: 2022,] [added: 2023,] compared to [added: $4.3 billion in] the prior year, reflecting a [removed: 5%] [added: 10%] increase in revenue and a 6% increase in expenses.

[removed: Revenue] [added: Underlying revenue] growth [removed: was driven by increases of 5%] in [removed: both] [added: the] Risk and Insurance Services and [removed: Consulting, reflecting] [added: Consulting segments in 2023 reflect] the continued [removed: strong] demand for our advice and [removed: services and the expansion of the global economy.][added: solutions.]

[removed: The increase] [added: Expenses increased] in [removed: expenses is] [added: 2023] primarily due to [added: compensation and benefits, driven by] increased [removed: headcount] [added: headcount,] and higher [removed: incentive compensation, as well as severance] [added: base salary] and [removed: lease exit charges.][added: incentive compensation.]

The [removed: decrease] [added: increase] is primarily the result of [removed: lower operating income, other net benefits credits and investment income, and] higher [removed: interest expense] [added: operating income] in [removed: 2022,] [added: 2023,] compared to the prior year.

The Company helps clients build the confidence to thrive through the power of perspective of its four market-leading businesses.

The four businesses also collaborate together to deliver new solutions to help clients manage complex and interconnected risks.

*Non-GAAP Measures*

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (U.S.), referred to as in accordance with "GAAP" or "reported" results.

The Company also refers to and presents a non-GAAP financial measure in non-GAAP revenue, within the meaning of Regulation G and Item 10(e) of Regulation S-K in accordance with the Securities Exchange Act of 1934.

The Company has included a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP as part of the consolidated revenue and expense discussion.

Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.

The Company believes this non-GAAP financial measure provides useful supplemental information that enables investors to better compare the Company’s performance across periods.

Management also uses this measure internally to assess the operating performance of its businesses and to decide how to allocate resources.

However, investors should not consider this non-GAAP measure in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP.

The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies.

- Consolidated operating income increased $1.0 billion, or 23% to $5.3 billion in 2023, compared to 2022.

Earnings per share on a diluted basis increased to $7.53 from $6.04, or 25%, compared with 2022.

- In the Consulting segment, the Company completed the acquisition of Westpac Banking Corporation’s ("Westpac") financial advisory business, Advance Asset Management, and the transfer from Westpac of BT Financial Group's personal and corporate pension funds to the Mercer Super Trust managed by Mercer Australia (referred to collectively, as the "Westpac Transaction").

- In September 2023, the Company issued $600 million of 5.400% senior notes due 2033 and $1.0 billion of 5.700%% senior notes due 2053.

- On October 16, 2023, the Company repaid $250 million of senior notes that matured.

The macroeconomic and geopolitical environment including multiple major wars, escalating conflict throughout the Middle East and rising tension in the South China Sea, slower GDP growth or recession, lower interest rates, capital markets volatility and inflation has and could continue to potentially impact our business, financial condition, results of operations and cash flows.

For more information about these risks, please see “Risk Factors – Macroeconomic Risks” in this annual report on Form 10-K.

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Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 11% and 7%, respectively.

The increase in revenue in 2023 reflects the continued demand for our advice and solutions, growth in new business and renewals, and investments in talent and capabilities.

Results also benefited from growth in the global economy, inflation, higher insurance and reinsurance pricing, and an increase in fiduciary income due to higher interest rates.

Other operating expenses decreased due to lower restructuring and facility costs, partially offset by higher travel and entertainment costs compared to 2022.

Expenses in 2023 also include $51 million of insurance and indemnity recoveries for a legacy Jardine Lloyd Thompson Group plc ("JLT") Errors and Omissions ("E&O") matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the United Kingdom (U.K).

Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.

The non-GAAP revenue measure is presented on a constant currency basis excluding the impact of foreign currency fluctuations.

The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates.

The percentage change for acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes.

Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.

The following tables present the Company's non-GAAP revenue for the years ended December 31, 2023 and 2022 and the related non-GAAP underlying revenue change:

| Year Ended December 31, *(In millions, except percentages)* | | | GAAP Revenue | | | | | | % Change GAAP Revenue* | | | | | | Non-GAAP Revenue | | | | | | Non-GAAP Underlying Revenue* | | |

| 2023 | | | 2022 | | | | | | 2023 | | | 2022 | | | | | | | | | | | |

| Marsh | | | $ | 11,378 | | $ | 10,505 | | 8 | | % | | | | $ | 11,339 | | $ | 10,510 | | 8 | | % |

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

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

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.

*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.

*Business Update related to COVID-19*

For nearly three years, the COVID-19 pandemic has impacted businesses globally including in every geography in which the Company operates.

Our businesses have remained resilient throughout the pandemic and demand for our advice and services remains strong.

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.

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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.

In 2022 and 2021, the Company’s results of operations and earnings per share were impacted by the following items:

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| Restructuring, excluding JLT | | | | | | | | | | | | | | | $ | 312 | | | | | $ | 70 | | | | | $ | 89 | |

| Changes in contingent consideration | | | | | | | | | | | | | | | 49 | | | | | | 57 | | | | | | 26 | | |

| JLT integration and restructuring costs | | | | | | | | | | | | | | | 115 | | | | | | 93 | | | | | | 251 | | |

| JLT acquisition-related costs and other | | | | | | | | | | | | | | | 28 | | | | | | 81 | | | | | | 54 | | |

| JLT legacy legal charges | | | | | | | | | | | | | | | 1 | | | | | | (69) | | | | | | 161 | | |

| Legal claims | | | | | | | | | | | | | | | 30 | | | | | | 62 | | | | | | — | | |

| Disposal of businesses | | | | | | | | | | | | | | | (122) | | | | | | (49) | | | | | | (8) | | |

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

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

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

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

| 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.

| For the Years Ended December 31, | | | | | | | | | [added: | | | | | |]

| *(In millions)* | | | [removed: 2022] | | | [removed: 2021] [added: 2023] | | | [added: | | | 2022 | | |]

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 1,442] [added: 3,358] | | [added: | | |] $ | [removed: 1,752] [added: 1,442] | |

| Cash and cash equivalents held in a fiduciary capacity | | | [added: | | |] $ | [removed: 10,660] [added: 10,794] | | [added: | | |] $ | [removed: 9,622] [added: 10,660] | |

Based on the above balances at December 31, [removed: 2022,] [added: 2023,] if short-term interest rates increased or decreased by 10%, or [removed: 25] [added: 47] basis points for the year [removed: 2023,] [added: 2024,] annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately [removed: $30] [added: $66] million.

At December 31, [removed: 2021,] [added: 2022,] a change in short-term interest rates of 10%, or [removed: 1] [added: 25] basis [removed: point,] [added: points,] would have increased or decreased interest income by approximately [removed: $1] [added: $30] million.

The change in interest rate risk at December 31, [removed: 2022] [added: 2023] is due to higher short-term interest rates compared to the prior year.

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

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

Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and [removed: expenses] [added: expense] are in the functional currency of the foreign location.

If foreign exchange rates of major currencies (Euro, [removed: Sterling,] [added: British Pound,] Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar compared with the foreign exchange rates in [removed: 2022,] [added: 2023,] the Company estimates net operating income would increase or decrease by approximately [removed: $74] [added: $80] million.

The corresponding increase or decrease in net operating income in [removed: 2021] [added: 2022] was estimated at [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: $17] [added: $16] million that are valued using readily determinable fair values and approximately [removed: $42] [added: $20] million of investments without readily determinable fair values.

The Company also has investments of approximately [removed: $215] [added: $266] million that are accounted for using the equity method.

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The majority of cash, cash equivalents.

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[removed: The Company's] [added: With annual revenue of $23 billion, we have] more than 85,000 colleagues [removed: advise] [added: advising] clients in over 130 countries.

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

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

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

The Risk and Insurance Services segment generated approximately [removed: 61%] [added: 62%] of the Company's total revenue in [removed: 2022] [added: 2023] and employs approximately [removed: 48,600] [added: 49,300] colleagues worldwide.

Currently, approximately [removed: 45,200] [added: 45,800] 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 [removed: more than] [added: over] 130 countries.

Marsh generated approximately 51% of the Company's total revenue in [removed: 2022.][added: 2023.]

Clients benefit from Marsh’s advanced analytics, deep technical expertise, specialty and industry knowledge, collaborative global culture and the ability to [added: develop innovative solutions and products.]

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

Corporate. Middle market clients are served by Marsh’s brokerage operations globally; this segment is also serviced by Marsh & McLennan Agency (MMA) in the United [removed: States.][added: States (U.S.).]

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

In the [removed: United States,] [added: U.S.,] Victor Insurance Managers (US) and ICAT Managers [removed: deliver risk management] [added: underwrites, solicits, sells] and [removed: insurance solutions to insureds] [added: services coverages] through a national third-party distribution network of licensed [removed: brokers.][added: brokers and agents.]

Through its Victor [removed: for Agents small business] [added: 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 also has a business in the UK, the Netherlands, [removed: Italy] [added: Italy, Germany] and [removed: Germany.][added: Australia.]

[removed: In addition,] Victor [added: also] manages Torrent Technologies, [removed: a] [added: the nation’s largest] service provider to [removed: Write Your Own (WYO) insurers and direct policy providers participating in] the National Flood Insurance Program [added: (NFIP), serving the NFIP both directly and through the NFIP’s Write Your Own (WYO) program.]

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

Marsh Advisory’s [removed: four] [added: three] main service areas (Consulting, Claims, [removed: Analytics,] and [removed: Captives)] [added: Analytics)] 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 [removed: Advisory] [added: Specialty and Global Placement] practice, helps organizations of all sizes retain risks through comprehensive and innovative captive solutions.

Mercer Marsh Benefits provides health benefits brokerage and consulting services to clients of all sizes in numerous countries across the globe, outside of the [removed: United States.][added: U.S. As described below, Mercer and Marsh go to market together to provide strategic advice and services to help clients minimize risk, optimize benefits structure, drive efficiencies and maximize employee engagement.]

Guy Carpenter, the Company’s reinsurance intermediary and advisor, generated approximately [removed: 10%] [added: 11%] of the Company's total revenue in [removed: 2022.][added: 2023.]

Currently, approximately [removed: 3,400] [added: 3,500] Guy Carpenter colleagues provide clients with a combination of specialized reinsurance broking expertise, strategic advisory services and analytics solutions.

The Company's Consulting segment generated approximately [removed: 39%] [added: 38%] of the Company's total revenue in [removed: 2022] [added: 2023] and employs approximately [removed: 30,900] [added: 31,300] colleagues worldwide.

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

Mercer has approximately [removed: 24,200] [added: 24,500] colleagues based in 48 countries.

Mercer generated approximately [removed: 26%] [added: 24%] of the Company's total revenue in [removed: 2022.][added: 2023.]

Health. Mercer helps public and private sector employers design and manage employee health [removed: 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.

These services are provided through [removed: traditional] fee-based consulting as well as commission-based brokerage services in connection with the selection of insurance companies and healthcare providers.

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

Mercer's investment consulting and investment management services (investment management services may also be referred to as [removed: “investment solutions,” “delegated solutions,” “fiduciary management”] [added: "investment solutions," "delegated solutions," "fiduciary management"] or [removed: “outsourced] [added: "outsourced] Chief Investment Officer (OCIO) [removed: services”)] [added: services")] cover a range of stages of the investment process, from investment research (through its Mercer-Insight [removed: service) strategy,] [added: service),] asset allocation and implementation of investment strategies to ongoing portfolio management services.

As of December 31, [removed: 2022,] [added: 2023,] Mercer and its global affiliates had assets under management of approximately [removed: $345] [added: $420] billion worldwide.

Career. Mercer advises organizations on the engagement, skill assessment, management and reward of employees; the design of executive remuneration programs; people [added: and workforce] strategies during business transformation; improvement of human resource (HR) effectiveness; and the implementation of digital and cloud-based Human Resource Information Systems.

With more than [removed: 6,700] [added: 6,800] professionals and offices in over 30 countries, Oliver Wyman Group delivers advisory services to clients through three operating units, each of which is a leader in its field: Oliver Wyman, Lippincott and NERA Economic Consulting.

Oliver Wyman Group generated approximately 14% of the Company's total revenue in [removed: 2022.][added: 2023.]

[removed: *•Payments.*] [added: - *Payments.*] Oliver Wyman draws on years of industry-shaping work in the Financial Services and Retail industries, deep digital expertise, and renowned research partners in its Celent® business, to help clients - from banks/issuers, to payments providers, to retailers - to build growth strategies, form effective partnerships, optimize costs, and manage risk.

The Company's activities are subject to licensing requirements and extensive regulation under U.S. federal and state laws, as well as laws of other countries in which the [removed: Company's subsidiaries operate.][added: Company operates.]

Across most jurisdictions, we are also subject to various data privacy [added: and data protection] laws and regulations that apply to personal [removed: information.][added: information, as well as, in certain jurisdictions, cybersecurity laws and regulations and emerging laws and regulations related to artificial intelligence ("AI").]

In certain circumstances, we are also required to maintain operating funds primarily related to regulatory requirements outside the U.S. See Part I, Item 1A ("Risk Factors") below for a discussion of how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our [added: businesses and for more information about the laws and regulations related to data privacy, data protection and cybersecurity and the associated risks to our] businesses.

Risk and Insurance Services. While laws and regulations vary from location to location, every state of the [removed: United States] [added: U.S.] and most foreign jurisdictions require insurance market intermediaries and related service providers (such as insurance brokers, agents and consultants, reinsurance brokers and managing general agents) to hold an individual or company license from a government agency or self-regulatory organization.

Insurance authorities in the [removed: United States] [added: U.S.] and certain other jurisdictions in which the Company's subsidiaries do business, including the FCA in the United Kingdom, also have enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others.

[added: In the U.S., Marsh and Guy Carpenter use the services of] MMC Securities [added: LLC, a SEC registered broker-dealer and introducing broker in the U.S. MMC Securities] LLC is a member of the Financial Industry Regulatory Authority ("FINRA"), the National Futures Association and the Securities Investor Protection Corporation ("SIPC"), primarily in connection with capital markets and other investment banking-related services relating to insurance-linked and alternative risk financing transactions.

We help clients build the confidence to thrive through the power of perspective of our four market-leading businesses.

Our four businesses also collaborate together to deliver new solutions to help clients manage complex and interconnected risks.

a D&O insurance initiative recognizing U.S. based clients with superior ESG frameworks, and an established employee health & benefits business.

Also in the U.S., Marsh uses the services of MMA Securities LLC, a SEC registered broker-dealer, investment adviser

directly to the Company’s clients.

One-third of our global workforce is located in the U.S. & Canada, with approximately 15% in each of the United Kingdom, Europe and IMEA (India, Middle East, & Africa), with the remainder in Latin America & Caribbean, Asia, and Pacific.

Talent & Inclusion.

We offer programs globally, regionally and business-specific that are aimed at helping us attract, develop and retain a diverse workforce.

We provide resources to support colleagues in learning about diverse experiences, connecting with each other and positively impacting communities.

We offer programming to support their growth and activate a leadership mindset for all colleagues.

For example, our 2023 Learning Festival offered 31 live sessions in 8 languages with over 18,000 attendees.

Top sessions included business briefings with our CEOs, the future of insurance, cyber resilience and AI.

In 2023 we offered 450 development workshops with courses covering professional skills, people management and leadership development.

Through the Hub, people managers have access to suggested learning, webinars and resources to support development and provide guidance.

In 2023, we expanded the survey with questions on technology and the company's strategy.

Base pay is one component.

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

develop innovative solutions and products.

(NFIP) in the United States.

Torrent offers both NFIP and private and excess flood insurance products and services to WYO companies and agents.

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

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

In the United States, Marsh and Guy Carpenter use the services of MMC Securities LLC, a SEC registered broker-dealer and introducing broker in the United States.

The benefits insurance consulting and brokerage services provided by Mercer and its subsidiaries and affiliates are subject to the same licensing requirements and regulatory oversight as the insurance market intermediaries described above regarding our Risk and Insurance Services businesses.

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

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

We believe that Marsh McLennan is well positioned to help our clients tackle the challenges of climate resilience and we are committed to developing innovative solutions to help move the world towards a more sustainable future.

Our shared purpose is to make a difference in moments that matter, helping clients meet the challenges of our time.

Measurement of our talent outcomes are, therefore, not just a human capital priority, but a business imperative.

Two-thirds of our global workforce are located in either North America or Europe.

While these remain our largest work regions, we have also grown our presence in Asia-Pacific, Latin America and the Middle East over the last several years.

Our ESG Committee and Compensation Committee of the board of directors have oversight of these initiatives.

The Compensation Committee has responsibility to review certain key human resource strategic activities, including those relating to diversity, training and recruitment.

The Compensation Committee coordinates with the ESG Committee on diversity initiatives, and both committees receive reports at least annually on inclusion and diversity from the Company’s Chief People Officer.

The Chief Executive Officer and Chief People Officer regularly update our board of directors, the ESG Committee and the Compensation Committee on the Company’s human capital trends and activities.

We believe the more diverse our backgrounds and experiences, the more we can achieve together working side by side.

We seek capable, creative and fair-minded people who can help us enable client success, find smarter ways to do things and live our Code of Conduct, *The Greater Good*.

We believe that inclusion means more than acceptance—it means belonging.

We have a Race Advisory Council to advise our Executive Committee and help amplify diverse perspectives in decision-making.

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.

Talent Development.

We strive to create an environment where individuals and teams can perform to their highest potential and where career growth and mobility are encouraged and supported.

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 offered 440 live learning sessions in addition to more than 32,000 individual learning courses to help our colleagues grow and develop.

Through the Hub, people managers have access to suggested learning, webinars and resources to support development and provide guidance for leading with clarity and inclusion, including four new learning pathways on our digital learning platform and a series of People Manager Workshops on topics ranging from Building Inclusion in Your Team to Managing Change and Transitions, which were offered for the first time 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

Base pay is just the start.

PART II

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately [removed: $77,420,628,314] [added: $92,849,878,606] computed by reference to the closing price of such stock as reported on the New York Stock Exchange on June 30, [removed: 2022.][added: 2023.]

As of February [removed: 9, 2023,] [added: 8, 2024,] there were outstanding [removed: 494,571,451] [added: 491,656,196] 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: 2023] [added: 2024] Annual Meeting of Stockholders (the [removed: "2023] [added: "2024] Proxy Statement") are incorporated by reference in Part III of this Form 10-K.

- the impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from [removed: conflicts such as] [added: multiple major wars, escalating conflict throughout] the [removed: war] [added: Middle East and rising tension] in [removed: Ukraine,] [added: the South China Sea,] slower GDP growth or recession, [added: lower interest rates,] capital markets volatility and inflation;

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

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

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

- the impact of changes in tax laws, guidance and interpretations, [added: such as the implementation of the Organization for Economic Cooperation and Development international tax framework,] or [added: the increasing number of] disagreements with [added: and challenges by] tax [removed: authorities;] [added: authorities in the current global tax environment;] and

| [Information Concerning Forward-Looking [removed: Statements](#i7af6aeb4ac884956bdd2347649ce89d3_7)] [added: Statements](#id1cae9838cb0407e9bbfc15f0078921f_7)] | | | | | | [removed: [i](#i7af6aeb4ac884956bdd2347649ce89d3_7)] [added: [i](#id1cae9838cb0407e9bbfc15f0078921f_7)] | | |

| Item 1 — | | | [removed: [Business](#i7af6aeb4ac884956bdd2347649ce89d3_16)] [added: [Business](#id1cae9838cb0407e9bbfc15f0078921f_16)] | | | [removed: [1](#i7af6aeb4ac884956bdd2347649ce89d3_16)] [added: [1](#id1cae9838cb0407e9bbfc15f0078921f_16)] | | |

| Item 1A — | | | [Risk [removed: Factors](#i7af6aeb4ac884956bdd2347649ce89d3_19)] [added: Factors](#id1cae9838cb0407e9bbfc15f0078921f_19)] | | | [removed: [15](#i7af6aeb4ac884956bdd2347649ce89d3_19)] [added: [13](#id1cae9838cb0407e9bbfc15f0078921f_19)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#i7af6aeb4ac884956bdd2347649ce89d3_22)] [added: Comments](#id1cae9838cb0407e9bbfc15f0078921f_22)] | | | [removed: [34](#i7af6aeb4ac884956bdd2347649ce89d3_22)] [added: [32](#id1cae9838cb0407e9bbfc15f0078921f_22)] | | |

| Item 2 — | | | [removed: [Properties](#i7af6aeb4ac884956bdd2347649ce89d3_25)] [added: [Properties](#id1cae9838cb0407e9bbfc15f0078921f_25)] | | | [removed: [35](#i7af6aeb4ac884956bdd2347649ce89d3_25)] [added: [34](#id1cae9838cb0407e9bbfc15f0078921f_25)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#i7af6aeb4ac884956bdd2347649ce89d3_28)] [added: Proceedings](#id1cae9838cb0407e9bbfc15f0078921f_28)] | | | [removed: [35](#i7af6aeb4ac884956bdd2347649ce89d3_28)] [added: [34](#id1cae9838cb0407e9bbfc15f0078921f_28)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#i7af6aeb4ac884956bdd2347649ce89d3_31)] [added: Disclosures](#id1cae9838cb0407e9bbfc15f0078921f_34)] | | | [removed: [36](#i7af6aeb4ac884956bdd2347649ce89d3_31)] [added: [34](#id1cae9838cb0407e9bbfc15f0078921f_34)] | | |

| Item 5 — | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7af6aeb4ac884956bdd2347649ce89d3_37)] [added: Securities](#id1cae9838cb0407e9bbfc15f0078921f_37)] | | | [removed: [36](#i7af6aeb4ac884956bdd2347649ce89d3_37)] [added: [35](#id1cae9838cb0407e9bbfc15f0078921f_37)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7af6aeb4ac884956bdd2347649ce89d3_46)] [added: Operations](#id1cae9838cb0407e9bbfc15f0078921f_46)] | | | [removed: [38](#i7af6aeb4ac884956bdd2347649ce89d3_46)] [added: [36](#id1cae9838cb0407e9bbfc15f0078921f_46)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7af6aeb4ac884956bdd2347649ce89d3_55)] [added: Risk](#id1cae9838cb0407e9bbfc15f0078921f_100)] | | | [removed: [58](#i7af6aeb4ac884956bdd2347649ce89d3_55)] [added: [55](#id1cae9838cb0407e9bbfc15f0078921f_100)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#i7af6aeb4ac884956bdd2347649ce89d3_58)] [added: Data](#id1cae9838cb0407e9bbfc15f0078921f_103)] | | | [removed: [60](#i7af6aeb4ac884956bdd2347649ce89d3_58)] [added: [57](#id1cae9838cb0407e9bbfc15f0078921f_103)] | | |

| Item 9 — | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7af6aeb4ac884956bdd2347649ce89d3_163)] [added: Disclosure](#id1cae9838cb0407e9bbfc15f0078921f_214)] | | | [removed: [117](#i7af6aeb4ac884956bdd2347649ce89d3_163)] [added: [113](#id1cae9838cb0407e9bbfc15f0078921f_214)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#i7af6aeb4ac884956bdd2347649ce89d3_166)] [added: Procedures](#id1cae9838cb0407e9bbfc15f0078921f_217)] | | | [removed: [117](#i7af6aeb4ac884956bdd2347649ce89d3_166)] [added: [113](#id1cae9838cb0407e9bbfc15f0078921f_217)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7af6aeb4ac884956bdd2347649ce89d3_175)] [added: Governance](#id1cae9838cb0407e9bbfc15f0078921f_226)] | | | [removed: [120](#i7af6aeb4ac884956bdd2347649ce89d3_175)] [added: [116](#id1cae9838cb0407e9bbfc15f0078921f_226)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7af6aeb4ac884956bdd2347649ce89d3_178)] [added: Matters](#id1cae9838cb0407e9bbfc15f0078921f_229)] | | | [removed: [120](#i7af6aeb4ac884956bdd2347649ce89d3_178)] [added: [116](#id1cae9838cb0407e9bbfc15f0078921f_229)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7af6aeb4ac884956bdd2347649ce89d3_184)] [added: Independence](#id1cae9838cb0407e9bbfc15f0078921f_235)] | | | [removed: [120](#i7af6aeb4ac884956bdd2347649ce89d3_184)] [added: [116](#id1cae9838cb0407e9bbfc15f0078921f_235)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#i7af6aeb4ac884956bdd2347649ce89d3_187)] [added: Services](#id1cae9838cb0407e9bbfc15f0078921f_238)] | | | [removed: [120](#i7af6aeb4ac884956bdd2347649ce89d3_187)] [added: [116](#id1cae9838cb0407e9bbfc15f0078921f_238)] | | |

| Item 15 — | | | [Exhibits and Financial Statement [removed: Schedules](#i7af6aeb4ac884956bdd2347649ce89d3_193)] [added: Schedules](#id1cae9838cb0407e9bbfc15f0078921f_244)] | | | [removed: [121](#i7af6aeb4ac884956bdd2347649ce89d3_193)] [added: [117](#id1cae9838cb0407e9bbfc15f0078921f_244)] | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 1C — | | | [Cybersecurity](#id1cae9838cb0407e9bbfc15f0078921f_2078) | | | [32](#id1cae9838cb0407e9bbfc15f0078921f_2078) | | |

| Item 6 — | | | [\[Reserved\]](#id1cae9838cb0407e9bbfc15f0078921f_40) | | | [35](#id1cae9838cb0407e9bbfc15f0078921f_40) | | |

| Item 9B — | | | [Other Information](#id1cae9838cb0407e9bbfc15f0078921f_220) | | | [115](#id1cae9838cb0407e9bbfc15f0078921f_220) | | |

| Item 11 — | | | [Executive Compensation](#id1cae9838cb0407e9bbfc15f0078921f_232) | | | [116](#id1cae9838cb0407e9bbfc15f0078921f_232) | | |

| Item 16 — | | | [Form 10-K Summary](#id1cae9838cb0407e9bbfc15f0078921f_247) | | | [129](#id1cae9838cb0407e9bbfc15f0078921f_247) | | |

| | | | | | | | | |

| Signatures | | | | | | [130](#id1cae9838cb0407e9bbfc15f0078921f_250) | | |

| | | | | | | | | | | | | London Stock Exchange | | |

| Item 6 — | | | [Selected Financial Data](#i7af6aeb4ac884956bdd2347649ce89d3_40) | | | [37](#i7af6aeb4ac884956bdd2347649ce89d3_40) | | |

| Item 9B — | | | [Other Information](#i7af6aeb4ac884956bdd2347649ce89d3_169) | | | [119](#i7af6aeb4ac884956bdd2347649ce89d3_169) | | |

| Item 11 — | | | [Executive Compensation](#i7af6aeb4ac884956bdd2347649ce89d3_181) | | | [120](#i7af6aeb4ac884956bdd2347649ce89d3_181) | | |

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

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

As a professional services firm that processes confidential and sensitive information, such as personal information, cybersecurity risk management is an integral part of our enterprise risk management strategy.

Our cybersecurity risk management program has been designed based on industry standards, such as the National Institute of Standards and Technology Cybersecurity Framework and ISO/IEC:27001, and provides a framework for assessing cybersecurity risk and identifying and managing cybersecurity threats and incidents, including threats and incidents associated with our use of services, applications and products provided by third-party vendors and service providers.

Our cybersecurity risk management program is coordinated by cross-functional teams, including risk management, legal and compliance, business resiliency management and information security.

These teams develop, implement and maintain our compliance policies, programs and training, business resiliency, disaster recovery and information security frameworks, solutions and procedures.

They also work closely with our business, internal audit, finance and IT staff to identify, assess and mitigate risks, including those associated with our use of third-party vendors and service providers, and to monitor and take steps designed to prevent security incidents in our technology environment.

Our cybersecurity risk management framework includes (1) procedures designed to assess the data privacy and cybersecurity practices of third-party vendors and service providers (including risk assessments and contractual protections), (2) technical IT controls designed to manage risks associated with cybersecurity incidents (such as

multifactor authentication and requirements for VPN or private channel access to our systems), and (3) formal policies and procedures designed to address cybersecurity incidents.

Our formal policies and procedures designed to address cybersecurity incidents include steps for verifying and assessing the severity of a cybersecurity incident, identifying the source of a cybersecurity incident (including whether it is associated with a third-party service provider) and implementing cybersecurity countermeasures and mitigation strategies.

Additionally, we have procedures for informing senior management and our Board of Directors of potentially material cybersecurity incidents.

We also periodically engage third-party security consultants to assess our cybersecurity program and to perform penetration testing on our security environment and controls.

In addition, cybersecurity training is provided to all newly hired colleagues and then at least annually for all colleagues.

We also conduct regular ongoing cybersecurity awareness campaigns and phishing tests and provide training in response to such tests as appropriate.

Our Board of Directors has overall oversight responsibility for the Company’s risk management and receives updates from management throughout the year on cybersecurity matters and other material risks facing the Company.

Additionally, the Audit Committee regularly reviews the Company’s policies and practices with respect to risk assessment and risk management, including cybersecurity risks, and reports to the full Board of Directors on a regular basis.

The Audit Committee is responsible for overseeing the Company’s enterprise risk management policies and processes, including discussing with management the Company’s major risk exposures and the steps that have been taken to monitor and control such exposures, including those arising from cybersecurity risks.

Management is responsible for identifying, assessing and managing material cybersecurity risks on an ongoing basis.

Management’s efforts include establishing processes designed to ensure that potential cybersecurity risks are monitored, putting in place mitigation and remedial measures and implementing and maintaining cybersecurity programs.

Our cybersecurity programs are under the direction of our Chief Information Security Officer (CISO), who reports to our Chief Information Officer (CIO).

Our CIO has significant expertise and over a decade of experience working in technology.

Our CISO has over twenty years of experience working in cybersecurity and maintains a Certified Information Systems Security Professional certification.

Our CISO and CIO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Our cybersecurity team is comprised of experienced information systems security professionals and information security managers with many years of experience and various security certifications.

Management, including the CIO and CISO, regularly reviews with the Board of Directors and the Audit Committee the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provides updates on notable developments in the cybersecurity threat landscape.

Additionally, management follows a risk-based escalation process to notify the Audit Committee outside of the cycle of regular updates when an emerging risk or material issue is identified, such as a potentially significant cybersecurity threat or incident.

In 2023, we did not identify any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations, or financial condition.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity threat or incident.

For more information about these risks, please see “Risk Factors – Cybersecurity, Data Protection and Technology Risks” in this annual report on Form 10-K.

PART II

The Company’s common stock is listed on the New [removed: York, Chicago] [added: York] and [removed: London] [added: Chicago] Stock Exchanges.

The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022,] and each quarterly period thereof:

| | | | | | | [removed: 2022] [added: 2023] Stock Price Range | | | | | | | | | | | | [removed: 2021] [added: 2022] Stock Price Range | | | | | | | | |

| First Quarter | | | | | | [removed: $173.34] [added: $176.85] | | | | | | [removed: $142.80] [added: $151.86] | | | | | | [removed: $122.09] [added: $173.34] | | | | | | [removed: $106.95] [added: $142.80] | | |

| Second Quarter | | | | | | [removed: $183.14] [added: $189.02] | | | | | | [removed: $143.33] [added: $165.86] | | | | | | [removed: $141.41] [added: $183.14] | | | | | | [removed: $121.31] [added: $143.33] | | |

| Third Quarter | | | | | | [removed: $174.23] [added: $199.20] | | | | | | [removed: $146.82] [added: $183.81] | | | | | | [removed: $162.26] [added: $174.23] | | | | | | [removed: $137.85] [added: $146.82] | | |

| Fourth Quarter | | | | | | [removed: $176.75] [added: $202.81] | | | | | | [removed: $148.14] [added: $184.02] | | | | | | [removed: $175.12] [added: $176.75] | | | | | | [removed: $151.37] [added: $148.14] | | |

| Full Year | | | | | | [removed: $183.14] [added: $202.81] | | | | | | [removed: $142.80] [added: $151.86] | | | | | | [removed: $175.12] [added: $183.14] | | | | | | [removed: $106.95] [added: $142.80] | | |

[removed: On] [added: In] March [removed: 23,] 2022, the Board of Directors of the Company authorized an additional $5 billion in share repurchases.

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

[removed: As of] [added: At] December 31, [removed: 2022,] [added: 2023,] the Company remained authorized to repurchase up to approximately [removed: $4.3] [added: $3.2] billion in shares of its common stock.

The Company repurchased approximately [removed: 7.9] [added: 6.4] million shares of its common stock for [removed: $1.2] [added: $1.15] billion in [removed: 2021.][added: 2023.]

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

[removed: As] [added: At] February [removed: 9, 2023,] [added: 8, 2024,] there were [removed: 4,210] [added: 4,044] stockholders of record.

Effective as of November 27, 2023, the Company’s common stock was delisted from the London Stock Exchange.

The Company has a share repurchases program authorized by the Board of Directors.

| Oct 1-31, 2023 | | | | | | 239,503 | | | | | | $ | 187.95 | | | | | 239,503 | | | | | | $ | 3,369,049,645 | |

| Nov 1-30, 2023 | | | | | | 635,940 | | | | | | $ | 197.13 | | | | | 635,940 | | | | | | $ | 3,243,683,847 | |

| Dec 1-31, 2023 | | | | | | 410,498 | | | | | | $ | 193.91 | | | | | 410,498 | | | | | | $ | 3,164,084,989 | |

| Total | | | | | | 1,285,941 | | | | | | $ | 194.39 | | | | | 1,285,941 | | | | | | $ | 3,164,084,989 | |

| 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 | |

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

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

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

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

| *(In millions, except per share data)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: Revenue] [added: Revenue] | | | | | | $ | [removed: 20,720] [added: 22,736] | | | | | $ | [removed: 19,820] [added: 20,720] | | | | | $ | [removed: 17,224] [added: 19,820] | |

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

| Compensation and benefits | | | | | | [removed: 12,071] [added: 13,099] | | | | | | [removed: 11,425] [added: 12,071] | | | | | | [removed: 10,129] [added: 11,425] | | |

| Other operating expenses | | | | | | [removed: 4,369] [added: 4,355] | | | | | | [removed: 4,083] [added: 4,369] | | | | | | [removed: 4,029] [added: 4,083] | | |

| Operating expenses | | | | | | [removed: 16,440] [added: 17,454] | | | | | | [removed: 15,508] [added: 16,440] | | | | | | [removed: 14,158] [added: 15,508] | | |

| [removed: Operating income] [added: Operating income] | | | | | | [removed: 4,280] [added: 5,282] | | | | | | [removed: 4,312] [added: 4,280] | | | | | | [removed: 3,066] [added: 4,312] | | |

| Other net benefits credits | | | | | | [removed: 235] [added: 239] | | | | | | [removed: 277] [added: 235] | | | | | | [removed: 257] [added: 277] | | |

| Interest income | | | | | | [removed: 15] [added: 78] | | | | | | [removed: 2] [added: 15] | | | | | | [removed: 7] [added: 2] | | |

| Interest expense | | | | | | [removed: (469)] [added: (578)] | | | | | | [removed: (444)] [added: (469)] | | | | | | [removed: (515)] [added: (444)] | | |

| Investment income [removed: (loss)] | | | | | | [removed: 21] [added: 5] | | | | | | [removed: 61] [added: 21] | | | | | | [removed: (22)] [added: 61] | | |

| [removed: Income] [added: Income] before income [removed: taxes] [added: taxes] | | | | | | [removed: 4,082] [added: 5,026] | | | | | | [removed: 4,208] [added: 4,082] | | | | | | [removed: 2,793] [added: 4,208] | | |

| Income tax expense | | | | | | [removed: 995] [added: 1,224] | | | | | | [removed: 1,034] [added: 995] | | | | | | [removed: 747] [added: 1,034] | | |

| [removed: Net] [added: Net] income before non-controlling [removed: interests] [added: interests] | | | | | | [removed: 3,087] [added: 3,802] | | | | | | [removed: 3,174] [added: 3,087] | | | | | | [removed: 2,046] [added: 3,174] | | |

| Less: Net income attributable to non-controlling interests | | | | | | [removed: 37] [added: 46] | | | | | | [removed: 31] [added: 37] | | | | | | [removed: 30] [added: 31] | | |

| [removed: Net] [added: Net] income attributable to the [removed: Company] [added: Company] | | | | | | $ | [removed: 3,050] [added: 3,756] | | | | | $ | [removed: 3,143] [added: 3,050] | | | | | $ | [removed: 2,016] [added: 3,143] | |

| [removed: Net] [added: Net] income per share attributable to the [removed: Company] [added: Company] | | | | | | | | | | | | | | | | | | | | |

| – Basic | | | | | | $ | [removed: 6.11] [added: 7.60] | | | | | $ | [removed: 6.20] [added: 6.11] | | | | | $ | [removed: 3.98] [added: 6.20] | |

| – Diluted | | | | | | $ | [removed: 6.04] [added: 7.53] | | | | | $ | [removed: 6.13] [added: 6.04] | | | | | $ | [removed: 3.94] [added: 6.13] | |

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

| – Basic | | | | | | [removed: 499] [added: 494] | | | | | | [removed: 507] [added: 499] | | | | | | [removed: 506] [added: 507] | | |

| – Diluted | | | | | | [removed: 505] [added: 499] | | | | | | [removed: 513] [added: 505] | | | | | | [removed: 512] [added: 513] | | |

| [removed: Shares] [added: Shares] outstanding at December [removed: 31,] [added: 31,] | | | | | | [removed: 495] [added: 492] | | | | | | [removed: 504] [added: 495] | | | | | | [removed: 508] [added: 504] | | |

| For the Years Ended December 31, *(In millions)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income before non-controlling interests | | | $ | [removed: 3,087] [added: 3,802] | | | | | $ | [removed: 3,174] [added: 3,087] | | | | | $ | [removed: 2,046] [added: 3,174] | |

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

| [removed: Gain (loss)] [added: (Loss) gain] related to pension and post-retirement plans | | | [removed: 641] [added: (503)] | | | | | | [removed: 1,229] [added: 641] | | | | | | [removed: (784)] [added: 1,229] | | |

| Other comprehensive (loss) income, before tax | | | [removed: (557)] [added: (114)] | | | | | | [removed: 840] [added: (557)] | | | | | | [removed: (225)] [added: 840] | | |

| Income tax [removed: expense] (credit) [added: expense] on other comprehensive [removed: loss] [added: (loss) income] | | | [removed: 182] [added: (133)] | | | | | | [removed: 305] [added: 182] | | | | | | [removed: (170)] [added: 305] | | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | [removed: (739)] [added: 19] | | | | | | [removed: 535] [added: (739)] | | | | | | [removed: (55)] [added: 535] | | |

| Comprehensive income | | | [removed: 2,348] [added: 3,821] | | | | | | [removed: 3,709] [added: 2,348] | | | | | | [removed: 1,991] [added: 3,709] | | |

| Less: Comprehensive income attributable to non-controlling interests | | | [removed: 37] [added: 46] | | | | | | [removed: 31] [added: 37] | | | | | | [removed: 30] [added: 31] | | |

| Comprehensive income attributable to the Company | | | $ | [removed: 2,311] [added: 3,775] | | | | | $ | [removed: 3,678] [added: 2,311] | | | | | $ | [removed: 1,961] [added: 3,678] | |

| December 31, | | | | | | | | | | | | [added: | | |]

| *(In millions, except [added: per] share data)* | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022 | | | | | |] 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 1,442] [added: 3,358] | | | | | $ | [added: 1,442 | | | | | $ |] 1,752 | |

| Commissions and fees | | | [removed: 5,293] [added: 5,806] | | | | | | [removed: 5,093] [added: 5,293] | | |

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

| Other | | | [removed: 616] [added: 660] | | | | | | [removed: 523] [added: 616] | | |

| [removed: Less-allowance] [added: Less – allowance] for credit losses | | | [removed: (160)] [added: (151)] | | | | | | [removed: (166)] [added: (160)] | | |

| *(In millions, except share data)* | | | 2023 | | | | | | 2022 | | |

| | | | 6,569 | | | | | | 6,012 | | |

| Total current assets | | | 21,748 | | | | | | 18,959 | | |

| | | | $ | 48,030 | | | | | $ | 44,114 | |

| Total current liabilities | | | 19,795 | | | | | | 17,832 | | |

| Pension, post-retirement and post-employment benefits | | | 779 | | | | | | 921 | | |

| | | | 19,446 | | | | | | 16,956 | | |

| | | | $ | 48,030 | | | | | $ | 44,114 | |

| Issuance of commercial paper with maturity greater than 90 days | | | 146 | | | | | | — | | | | | | — | | |

| Repayment of commercial paper with maturity greater than 90 days | | | (146) | | | | | | — | | | | | | — | | |

| Other comprehensive income (loss), net of tax | | | 19 | | | | | | (739) | | | | | | 535 | | |

| Purchase of treasury shares | | | (1,155) | | | | | | (1,950) | | | | | | (1,159) | | |

Principles of Consolidation: The accompanied consolidated financial statements are prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States (U.S.).

| *(In millions)* | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2,444 | | | | | | 2,402 | | |

Typically, severance benefits are recognized when the

| Net income before non-controlling interests | | | $ | 3,802 | | | | | $ | 3,087 | | | | | $ | 3,174 | |

*Reclassification of Fiduciary Assets and Liabilities*

In the second quarter of 2023, the Company changed the presentation of fiduciary assets and liabilities on the consolidated balance sheets.

Cash and cash equivalents held in a fiduciary capacity was reclassified from an offset to fiduciary liabilities to current assets, with the corresponding fiduciary liabilities reclassified to current liabilities.

The reclassification had no impact on the Company’s total equity at December 31, 2022.

The presentation in the December 31, 2022 consolidated balance sheet was conformed to the current presentation as follows:

| *(In millions)* | | | As Reported | | | | | | As Reclassified | | |

| Total assets | | | $ | 33,454 | | | | | $ | 44,114 | |

As a result of reclassifying cash and cash equivalents held in a fiduciary capacity, total RIS and Consulting assets at December 31, 2022 and 2021, were also conformed to the current presentation for comparative purposes.

Refer to Note 17, Segment Information, for the reclassified segment balances.

Foreign Currency: The financial statements of our international subsidiaries are translated from functional currency to U.S. dollars using month-end exchange rates for assets and liabilities, and average monthly exchange rates during the period for revenues and expenses.

Translation adjustments are recorded in AOCI within the consolidated statements of equity.

Foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in operating income in the consolidated statements of income.

New Accounting Pronouncements

*Recently Issued Accounting Pronouncements Not Yet Adopted*

In November 2023, the Financial Accounting Standards Board ("FASB") issued an accounting standard update on segment reporting.

The new guidance: (1) introduces a requirement to disclose significant segment expenses regularly provided to the chief operating decision maker ("CODM"), (2) extends certain annual disclosures to interim periods, (3) clarifies disclosure requirements for single reportable segment entities, (4) permits more than one measure of segment profit or loss to be reported under certain conditions, and (5) requires disclosure of the title and position of the CODM.

The guidance applies retrospectively to all periods presented in the financial statements.

The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.

In December 2023, the FASB issued an accounting standard update on income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

The new guidance requires public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

In addition, all entities are required to disclose on an annual basis the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes, and by individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid, net of refunds received.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

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

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

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

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

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

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

| | | | — | | | | | | — | | |

| Pension, postretirement and postemployment benefits | | | 921 | | | | | | 1,632 | | |

| issued 560,641,640 shares at December 31, 2022 and 2021 | | | 561 | | | | | | 561 | | |

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

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

*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.

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.

*Business Update related to COVID-19*

For nearly three years, the COVID-19 pandemic has impacted businesses globally including in every geography in which the Company operates.

Our businesses have remained resilient throughout the pandemic and demand for our advice and services remains strong.

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

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

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.

The net investment loss in 2020 is primarily due to the loss on the sale of shares of Alexander Forbes ("AF").

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

step involves recognition.

other receivables or accounts payable and accrued liabilities.

The Company, through its Mercer subsidiary, manages assets in trusts or funds for which Mercer’s management or trustee fee is not considered a variable interest, since the fees are commensurate with the level of effort required to provide those services.

Mercer is not the primary beneficiary of these trusts or funds.

Mercer’s maximum exposure to loss of its interests is, therefore, limited to collection of its fees.

New Accounting Pronouncements Adopted Effective January 1, 2021:

In January 2020, the FASB issued guidance that addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments.

The adoption of this standard did not have a material impact on the Company’s financial position or its results of operations.

In December 2019, the FASB issued guidance related to the accounting for income taxes.

The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intraperiod tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses.

The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods.

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

| EMEA (a) | | | | | | $ | 2,879 | | | | | $ | 2,946 | | | | | $ | 2,575 | |

| Asia Pacific (b) | | | | | | 1,333 | | | | | | 1,462 | | | | | | 1,059 | | |

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

| Balance beginning of the year | | | | | | $ | 776 | | | | | $ | 676 | |

Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 13, 2023,] [added: 12, 2024,] expressed an unqualified opinion on those financial statements.

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the quarter ended December 31, [removed: 2021] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

February 12, 2024

February 13, 2023

Rule 10b5-1 Trading Plans

The following Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated "Rule 10b5-1 trading arrangements" (as defined in Item 408 under Regulation S-K of the Exchange Act):

- Paul Beswick, our Senior Vice President and Chief Information Officer, adopted a new trading plan on December 4, 2023.

The plan’s maximum length is until December 3, 2024, and first trades will not occur until March 4, 2024, at the earliest.

The trading plan is intended to permit Mr. Beswick to (1) sell 1,450 shares, (2) sell up to 8,510 shares subject to performance stock units (" PSUs") and (3) exercise and sell 5,000 stock options.

- Dean Klisura, our President and Chief Executive Officer of Guy Carpenter and Vice Chair, Marsh McLennan, adopted a new trading plan on December 4, 2023.

The plan’s maximum length is until December 3, 2024, and first trades will not occur until March 4, 2024, at the earliest.

The trading plan is intended to permit Mr. Klisura to (1) sell up to 4,256 shares subject to PSUs, (2) sell 1,419 shares subject to restricted stock units ("RSUs") and (3) exercise and sell 9,994 stock options.

- Mark McGivney, our Chief Financial Officer, adopted a new trading plan on December 4, 2023.

The plan’s maximum length is until December 3, 2024, and first trades will not occur until March 4, 2024, at the earliest.

The trading plan is intended to permit Mr. McGivney to (1) sell up to 25,526 shares subject to PSUs and (2) exercise and sell 66,393 stock options.

- Stacy Mills, our Vice President and Controller, adopted a new trading plan on December 13, 2023.

The plan’s maximum length is until December 12, 2024, and first trades will not occur until March 13, 2024, at the earliest.

The trading plan is intended to permit Ms. Mills to (1) sell up to 1,702 shares subject to PSUs, (2) sell 1,572 shares subject to RSUs and (3) exercise and sell 4,101 stock options.

The actual number of shares subject to PSUs that may be sold pursuant to each plan described above is subject to satisfaction of the applicable performance conditions and may vary from the number above.

None.

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: 2023] [added: 2024] Proxy Statement.

Doyle, Martine Ferland, Carmen Fernandez, [added: John Jones,] Dean Klisura, Mark C.

The information set forth in the [removed: 2023] [added: 2024] 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.

The information set forth in the sections "Additional Information—Director Compensation" and "Executive Compensation—Compensation of Executive Officers" in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement is incorporated herein by reference.

Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

Consolidated Statements of Shareholders Equity for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

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

(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](http://www.sec.gov/Archives/edgar/data/62709/000119312514218425/d735523dex41.htm) [dated] [added: 8-K dated] May 27, 2014)](http://www.sec.gov/Archives/edgar/data/62709/000119312514218425/d735523dex41.htm)

(4.18) [Fifteenth [removed: 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] [added: Supplemental Indenture, dated] October 31, 2022, between [removed: 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] [added: Marsh] & McLennan Companies, Inc. and the Bank of New York [removed: Mellon](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)[,] [added: Mellon,] as trustee (incorporated by [removed: 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] [added: reference] to the [removed: 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] [added: Company's] Current Report on Form 8-K dated [removed: 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,] [added: October 31,] 2022)](https://www.sec.gov/Archives/edgar/data/62709/000119312522273899/d417836dex41.htm)

[removed: (4.19)] [added: (4.21)] [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/0000062709/000006270920000010/mmc1231201910k.htm)][added: 2019)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000010/mmc12312019ex416.htm)]

(10.6)[*Form of [removed: Awards] [added: 2014 Long-term Incentive Award] under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2004)](http://www.sec.gov/Archives/edgar/data/62709/000006270904000136/ex10-2execstkplan.txt)][added: March 31, 2014)](http://www.sec.gov/Archives/edgar/data/62709/000006270914000013/mmc0331201410qex_101.htm)]

[removed: (10.7)[*Additional Forms] [added: (10.7)[*Form] of [removed: Awards] [added: 2015 Long-term Incentive Award] under the Marsh & McLennan Companies, Inc. [removed: 2000 Senior Executive] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2005)](http://www.sec.gov/Archives/edgar/data/62709/000006270905000117/ex10-2456.htm)][added: 2015)](http://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_103.htm)]

[removed: (10.8)[*Marsh] [added: (10.26)[*Amendment to the Marsh] & McLennan Companies, Inc. [removed: 2000 Employee] [added: 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, [removed: 2001)](http://www.sec.gov/Archives/edgar/data/62709/000093041302001103/c23478_ex10-21.txt)][added: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000010/mmc12312018ex_1038.htm)]

[removed: (10.9)[*Form] [added: (10.8)[*Form] of [removed: Awards] [added: 2016 Long-term Incentive Award] under the Marsh & McLennan Companies, Inc. [removed: 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2004)](http://www.sec.gov/Archives/edgar/data/62709/000006270904000136/ex10empstkplan.txt)][added: March 31, 2016](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm))]

[removed: (10.10)[*Additional Forms] [added: (10.14)[*Form] of [removed: Awards] [added: Stock Option Award, dated as of February 22, 2017,] under the Marsh & McLennan Companies, Inc. [removed: 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2005)](http://www.sec.gov/Archives/edgar/data/62709/000006270905000117/ex10-135678.htm)][added: 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000015/a2017formofsoawardex_104.htm)]

[removed: (10.11)[*Form] [added: (10.15)[*Form] of [removed: Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and] Stock [removed: Award Plan and] [added: Option Award, dated as of February 21, 2018, under] the Marsh & McLennan Companies, Inc. [removed: 2000 Employee] [added: 2011] Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2006](http://www.sec.gov/Archives/edgar/data/62709/000006270906000090/ex10-1formoftc2006.htm))][added: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofsoaward2018ex_104.htm)]

[removed: (10.12)[*Form] [added: (10.16)[*Form] of [removed: 2012 Long-term Incentive Award] [added: Stock Option Award, dated as of February 19, 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/62709/000006270912000032/formof2012long-termincenti.htm)][added: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofsoaward2019ex_106.htm)]

[removed: (10.13)[*Form] [added: (10.17)[*Form] of [removed: 2013 Long-term Incentive Award] [added: Stock Option Award, dated as of May 1, 2019,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2013)](http://www.sec.gov/Archives/edgar/data/62709/000006270913000014/mmc0331201310qex_101.htm)][added: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/jltsoawardex107.htm)]

[removed: (10.14)[*Form] [added: (10.18)[*Form] of [removed: 2014 Long-term Incentive Award] [added: Stock Option Award, dated as of February 19, 2020,] under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/62709/000006270914000013/mmc0331201410qex_101.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)]

[removed: (10.15)[*Form] [added: (10.24)[*Form] of [removed: 2015 Long-term Incentive Award] [added: Stock Option Award, dated as of February 23, 2022,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 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, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_103.htm)][added: 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_107.htm)]

[removed: (10.16)[*Form] [added: (10.19)[*](https://www.sec.gov/Archives/edgar/data/62709/000006270921000015/formofstockoptionawarddate.htm)[Form] of [removed: 2016 Long-term Incentive Award] [added: Stock Option Award, dated as of February, 22, 2021,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award [removed: Plan] (incorporated by reference to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm)][added: 2021)](https://www.sec.gov/Archives/edgar/data/62709/000006270921000015/formofstockoptionawarddate.htm)]

[removed: (10.17)[*Form] [added: (10.9)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, [removed: 2018] [added: 2020] through February 1, [removed: 2019,] [added: 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: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000016/formofdsuaward2018ex_101.htm)][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)]

[removed: (10.18)[*Form] [added: (10.20)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, [removed: 2019] [added: 2022] through February 1, [removed: 2020,] [added: 2023,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan [added: – Cliff Vesting] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000016/formofdsuaward2019ex_103.htm)][added: 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_103.htm)]

[removed: (10.19)[*Form] [added: (10.21)[*Form] of Deferred Stock Unit Award, with grant dates from [removed: May] [added: March] 1, [removed: 2019] [added: 2022] through February 1, [removed: 2020,] [added: 2023,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan [removed: - Form A] [added: – Ratable Vesting] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformaex101.htm)][added: March 31, 2022)](https://www.sec.gov/Archives/edgar/data/62709/000006270922000025/mmc0331202210qex_104.htm)]

[removed: (10.20)[*Form] [added: (10.10)[*Form] of Deferred Stock Unit Award, with grant dates from [removed: May] [added: March] 1, [removed: 2019] [added: 2021] through February 1, [removed: 2020,] [added: 2022,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan [removed: - Form B] [added: – Cliff Vesting] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2019)](http://www.sec.gov/Archives/edgar/data/62709/000006270919000037/dsuawardformbex102.htm)][added: March 31, 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemars.htm)]

[removed: (10.21)[*Form] [added: (10.11)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, [removed: 2020] [added: 2021] through February 1, [removed: 2021,] [added: 2022,] under the Marsh & McLennan Companies, Inc. [removed: 2011] [added: 2020] Incentive and Stock Award Plan [added: – Ratable Vesting] (incorporated by reference to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofdsuaward2020ex107.htm)][added: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemarsa.htm)]

[removed: (10.22)[*Form] [added: (10.12)[*Form] of [removed: Deferred] [added: Restricted] Stock Unit Award, [removed: with grant dates from March 1, 2021 through] [added: dated as of] February [removed: 1, 2022,] [added: 22, 2021,] under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan [removed: – Cliff Vesting] (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemars.htm)][added: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofrsuawarddatedasoffeb.htm)]

[removed: (10.23)[*Form] [added: (10.13)[*Form] of [removed: Deferred] [added: Performance] Stock Unit Award, [removed: with grant dates from March 1, 2021 through] [added: dated as of] February [removed: 1, 2022,] [added: 22, 2021,] under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan [removed: – Ratable Vesting] (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemarsa.htm)][added: 2021)](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofpsuawarddatedasoffeb.htm)]