Marsh & McLennan Companies (MRSH) 10-K risk factor changes: FY2024 vs FY2023

- 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 EU's General Data Protection Regulation (GDPR) and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, (CCPA), [added: Australia's CPS 234, as well as emerging AI-related laws such as the EU's AI Act,] could adversely affect our financial condition, operating results and our reputation;

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

- Mercer’s Wealth business is subject to a number of risks, including risks related to public and private capital market fluctuations, third-party asset managers and custodians, operations and technology risks, [added: trading and execution 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 from multiple major [removed: wars, escalating conflict throughout the Middle East] [added: wars] and [removed: rising tension in the South China Sea,] [added: global conflicts,] slower GDP growth or recession, lower interest rates, capital markets [removed: volatility and] [added: volatility,] inflation [added: and changes in insurance premium rates] affect our clients' businesses and the markets they serve.

For example, the war in Ukraine and the [removed: 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 Europe, the Middle East and the U.S.), companies in other countries (particularly those that have done business with 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.

For example, these claims could include allegations related to losses from cyberattacks associated with policies where cyber risk was not specifically included or excluded in policies, commonly referred to as “silent cyber.” In our Consulting segment, where we [removed: increasingly] [added: may] 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 [added: execution] or other operational errors), actuarial, pension administration and other services.

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

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

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

In addition, geopolitical conflict, such as the war in Ukraine and the [removed: escalating] conflict throughout the Middle East, has resulted in, and may continue to result in, new and rapidly evolving trade sanctions, which may increase our costs, negatively impact our revenues or impose additional operational limitations on our businesses.

While we attempt to comply with applicable laws and regulations, there can be no assurance that we, our [removed: employees,] [added: colleagues,] our consultants and our contractors and other agents are in full compliance with such laws and regulations or interpretations at all times, or that we will be able to comply with any future laws or regulations.

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

In the normal course of business, we also share electronic information with our vendors and other third [removed: parties.][added: parties, which in some cases is critical to our ability to deliver services to our clients.]

Our information technology systems and 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 software bugs, physical attack, cyberattacks, computer viruses and other malware, malicious or destructive code, ransomware, social engineering attacks (including [removed: phising] [added: phishing, business e-mail compromise] and digital or telephonic impersonation), [removed: hacking,] [added: hacking theft,] denial-of-service attacks and other types of data and systems-related modes of attack.

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

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

We are at risk of attack by a variety of adversaries, including nation states, state-sponsored organizations, [added: opportunistic attacks, and] organized crime and hackers, through use of increasingly sophisticated methods of attack, including the deployment of 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.

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 [removed: impersonation.][added: impersonation, doing so quickly and without requiring deep technical understanding of potential exploits.]

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

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

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

Due to the large number and age of the systems and platforms that we operate, the increased frequency at which vendors are issuing security patches to their products, the need to test patches and, in some [removed: cases] [added: cases,] coordinate with clients and vendors, before they can be deployed, we perpetually face the substantial risk that we cannot deploy patches in a timely manner.

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

[added: Highly publicized data] security breaches, such as the October 2023 attack on [removed: Okta] [added: Okta,] may embolden malicious actors to target the IT supply chain and providers of business software.

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 [added: development processes or] cybersecurity infrastructure [added: or IT controls] owned or controlled by such third parties.

We have experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), vulnerabilities in the software on which we rely, users exceeding their data access authorization, employee misconduct and incidents resulting from human error, such as emails sent to the wrong recipient, loss of portable and other data storage devices or misconfiguration of software or hardware resulting in inadvertent exposure of personal, sensitive, confidential or proprietary [removed: information.][added: information or reduction of system availability.]

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 EU's General Data Protection Regulation (GDPR) and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, (CCPA), [added: Australia's CPS 234, as well as emerging AI-related laws such as the EU's AI Act,] could adversely affect our financial condition, operating results and our reputation.

We collect data from [removed: client] [added: clients] and individuals located all over the world and leverage systems and teams to process it.

In particular, high-profile data breaches at major companies continue to be disclosed regularly, which is leading to even greater regulatory scrutiny and [removed: fines at the highest levels they have ever been.][added: significant fines, which are not limited to data breaches as regulators increasingly focus on other data processing activities, including those related to ad-tech and “data subject” rights.]

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 [removed: Arabia] [added: Arabia, India] and [removed: India.][added: Australia.]

Further, despite [removed: recent developments, including a new] [added: developments such as the] U.S.- EU Data Privacy Framework and the [removed: U.S.-UK] [added: U.S.- U.K.] Data Bridge, there remains a high level of uncertainty concerning the [removed: future of the] flow of personal information between the U.S. and EU, between the U.S. and the [removed: UK] [added: U.K.] and between the [removed: UK] [added: U.K.] and the [removed: EU, and that uncertainty may impair our ability to offer our existing and planned products and services or increase our cost of doing business.][added: EU.]

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

Many of these laws diverge from the CCPA and create their own set of [removed: rules] [added: 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.

In addition to data protection and data privacy laws, foreign countries and U.S. states are enacting [removed: AI and] cybersecurity laws and regulations.

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

[added: This narrow notification window is often too short to] fully validate the facts, and there is an increased risk of reporting a false alarm or immaterial breach, which may lead to reputational damage despite there not being an actual data breach.

We post public privacy [removed: policies] [added: notices] 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 [removed: policies] [added: notices] 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 [removed: policies] [added: notices] and documentation.

Furthermore, [added: U.S. and global regulators continue to focus their] enforcement actions and investigations [removed: by regulatory authorities related to data security incidents and privacy violations, including an ongoing focus] on [removed: compliance related to website "cookies"] [added: website-related practices, including the proper use of "cookies", pixels] and other online trackers, as well as the use of online session recording [removed: tools in some countries or U.S. states, continue to increase.][added: tools.]

- Our businesses are subject to a number of risks related to the U.S. healthcare industry, including risks related to healthcare regulation and reputational damage from negative publicity;

In addition, in the United States, shifts in regulatory priorities, policy approaches or interpretations of existing laws by federal, state or local governments occur following changes in U.S. presidential administrations, which often leads to changes involving the level of regulatory oversight and focus on businesses and certain industries, particularly financial services.

Changes to tax laws, trade agreements, tariffs, labor policies, or environmental standards could also result in increased costs or operational changes.

law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols.

Additionally, nation states may deploy threat actors masquerading as potential candidates for hire at target companies to perform corporate espionage or execute internal cyber threat activities.

Some security patches may not be compatible with other software running on our systems and therefore may not be able to be deployed.

In addition, we depend on our third-party vendors to keep software current.

Our systems’ availability could be impacted by poor or improperly tested software code and updates deployed to our environment by a third-party through normal and expected processes, which occurred with the CrowdStrike event in July 2024.

Failure to comply with some of these obligations, especially those related to data retention requirements, could expose us to regulatory fines and other penalties.

certain circumstances to consumers whose personal information has been disclosed as a result of a breach.

As we use such tools in our website environment, we are at risk of being impacted by such activity, including fines and cease and desist orders.

Additionally, certain foreign, U.S. federal and U.S. state governments are increasingly enacting, or are considering enacting, AI-related laws and regulations, such as the EU's AI Act, the AI Transparency Act of California and the AI Act of Colorado, which impose complex new obligations on developers and providers of AI systems.

Given the emerging nature of AI technology, the lack of legal or regulatory precedent, and the ambiguity surrounding key definitions, complying with these evolving legal and regulatory frameworks is likely to be both challenging and costly.

There is a risk that we may not fully meet the requirements set forth by these laws and regulations, potentially exposing us to legal, regulatory or financial penalties.

Furthermore, as new and divergent AI laws and regulations continue to emerge globally, they could significantly increase our risk of liability and fines, impact our ability to deploy and utilize AI tools across different jurisdictions, disrupt operations and prospective business and increase our compliance burdens.

Additionally, due to the ongoing fast pace of legislative and regulatory activity, we may not be able to respond quickly or effectively to new legislative, regulatory and other developments.

These changes may also impair our ability to offer our existing or planned products and services and increase our cost of doing business in various countries.

We have a number of strategic initiatives involving investments in or

The models underlying AI tools may be incorrectly or inadequately designed or implemented and trained on, or otherwise use, data or algorithms that are (and the output generated by such AI tools also may be) biased, unethical, discriminatory, incomplete, inaccurate, misleading or poor-quality, any of which may not be easily detectable.

To the extent that we do not have sufficient rights to use the data used in or output generated by such AI tools, we may be subject to litigation by holders of third-party intellectual property, privacy, publicity, contractual or other rights.

If any of our employees, contractors, consultants, vendors or service providers use any third-party AI powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business.

In addition, the use of AI by other companies has resulted in, and our use of AI may in the future result in, data incidents and cybersecurity breaches.

Moreover, if we are perceived to exaggerate the effectiveness, safety or ethical design of AI systems, this could lead to regulatory enforcement, litigation or reputational harm.

Any misrepresentation, intentional or unintentional, of our AI-related capabilities or initiatives could also erode trust among clients and regulators.

There can be no assurance that our use of AI will enhance our products, services or operations or otherwise result in our intended outcomes.

We are a people business, and a well-defined and consistently reinforced corporate culture, starting with a strong “tone from the top,” is critical to ensuring compliance with laws and regulations, attracting and retaining top talent and maintaining the trust of our clients, business partners and other stakeholders.

As a multinational company operating across many geographies, failure to effectively align our workforce with our core values and ethical principles may impair our ability to achieve our strategic objectives, particularly as we execute operational model changes and integrate acquisitions.

If we fail to maintain our corporate culture, there is an increased risk of unethical behavior or regulatory violations, which could result in legal penalties, reputational damage and financial harm.

There is continued focus, including from governmental organizations, regulators, investors, colleagues and clients, on ESG and sustainability issues.

The regulatory landscape related to these issues continues to evolve, with new laws and reporting requirements introduced across various jurisdictions, including in the U.S., the U.K., the European Union (E.U.) and Australia.

Inconsistent or even conflicting requirements across jurisdictions may also increase compliance challenges, add operational costs, or lead to stakeholder dissatisfaction.

Moreover, public opinion and potential legal actions regarding ESG-related initiatives remain highly dynamic and can vary across stakeholders and geographies.

Balancing these competing expectations globally is complex.

Many of these providers are located outside the U.S., which exposes us to business disruptions and political risks inherent when conducting business outside of the U.S.

Cardano.

Moreover, if we acquire a business operating in regions or industries subject to heightened regulatory scrutiny, we may face significant costs or risks in bringing their operations into compliance with applicable laws and our internal policies.

Failure to address these compliance risks could result in regulatory enforcement actions, fines or damage to our reputation.

prescribed negotiations between the Company and the plan trustees.

- occurrence of any significant natural disaster or other insured events including any potential reputational harm to the insurance industry following such event;

certain other business lines are derived from the value of assets under management, advisement or administration; and

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

In addition, the 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.

Highly publicized data

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

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

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.

This narrow notification window is often too short to

the relative novelty of this technology.

We are a people business, and our ability to attract and retain colleagues and clients is dependent upon our commitment to an inclusive and diverse workplace, trustworthiness, ethical business practices and other qualities.

Our colleagues are the cornerstone of this culture, and acts of misconduct by any colleague, and particularly by senior management, could erode trust and confidence and damage our reputation among existing and potential clients and other stakeholders.

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

There is increased focus, including from governmental organizations, regulators (including the SEC in the U.S.), investors, colleagues and clients, on ESG issues such as environmental stewardship, climate change, greenhouse gas emissions, inclusion and diversity, human rights, racial justice, pay equity, workplace conduct, cybersecurity and data privacy.

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

In particular, heightened

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

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

potential clients, which may give them a competitive advantage.

For example, hackers have

Many of our clients, including

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

The Company helps clients build the confidence to thrive through the power of perspective of [removed: its] [added: our] four market-leading businesses.

With annual revenue of [removed: $23] [added: over $24] billion, the Company has more than [removed: 85,000] [added: 90,000] colleagues advising clients in over 130 countries.

The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company’s consolidated [removed: 2023] results [added: for fiscal year 2024,] compared to the [removed: 2022 results,] [added: results for fiscal year 2023,] and should be read in conjunction with the consolidated financial statements and notes.

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

For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal year [removed: 2021,] [added: 2022,] refer to "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

- Consolidated revenue in [removed: 2023] [added: 2024] was [removed: $22.7] [added: $24.5] billion, an increase of [removed: 10%,] [added: 8%,] or [removed: 9%] [added: 7%] on an underlying basis.

Net income attributable to the Company was [removed: $3.8] [added: $4.1] billion.

Earnings per share on a diluted basis increased to [removed: $7.53] [added: $8.18] from [removed: $6.04,] [added: $7.53,] or [removed: 25%,] [added: 9%,] compared with [removed: 2022.][added: 2023.]

- Risk and Insurance Services revenue in [removed: 2023] [added: 2024] was [removed: $14.1] [added: $15.4] billion, an increase of [removed: 11%,] [added: 9%, or 8%] on [removed: a reported and] [added: an] underlying basis.

Operating income was [removed: $3.9] [added: $4.4] billion and [removed: $3.1] [added: $3.9] billion in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

- Consulting revenue in [removed: 2023] [added: 2024] was [removed: $8.7] [added: $9.1] billion, an increase of [removed: 7%,] [added: 5%, or 6%] on [removed: a reported and] [added: an] underlying basis.

Operating income was [removed: $1.7] [added: $1.8] billion and [removed: $1.6] [added: $1.7] billion in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

[removed: *•*The] [added: - The] Company's results of operations in [removed: 2023 were impacted by] [added: 2024 included] restructuring activities of [removed: $301] [added: $276] million, primarily related to severance and lease exit charges for activities focused on workforce actions, technology rationalization and reductions in real estate.

In [removed: March 2023,] [added: February 2024,] the Company issued [removed: $600] [added: $500] million of [added: 5.150% senior notes due 2034 and $500 million of] 5.450% senior notes due [removed: 2053.][added: 2054.]

[removed: - On] [added: In] October [removed: 16,] 2023, the Company repaid $250 million of [added: 4.05%] senior notes [removed: that matured.][added: at maturity.]

- In [removed: 2023,] [added: 2024,] the Company repurchased [removed: 6.4] [added: 4.3] million shares for [removed: $1.15 billion.][added: $900 million.]

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

| For the Years Ended December 31, *(In millions, except per share data)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | | | | $ | [removed: 22,736] [added: 24,458] | | | | | $ | [removed: 20,720] [added: 22,736] | | | | | $ | [removed: 19,820] [added: 20,720] | |

| Compensation and benefits | | | | | | [removed: 13,099] [added: 13,996] | | | | | | [removed: 12,071] [added: 13,099] | | | | | | [removed: 11,425] [added: 12,071] | | |

| Other operating expenses | | | | | | [removed: 4,355] [added: 4,645] | | | | | | [removed: 4,369] [added: 4,355] | | | | | | [removed: 4,083] [added: 4,369] | | |

| Operating expenses | | | | | | [removed: 17,454] [added: 18,641] | | | | | | [removed: 16,440] [added: 17,454] | | | | | | [removed: 15,508] [added: 16,440] | | |

| Operating income | | | | | | $ | [removed: 5,282] [added: 5,817] | | | | | $ | [removed: 4,280] [added: 5,282] | | | | | $ | [removed: 4,312] [added: 4,280] | |

| Income before income taxes | | | | | | $ | [removed: 5,026] [added: 5,480] | | | | | $ | [removed: 4,082] [added: 5,026] | | | | | $ | [removed: 4,208] [added: 4,082] | |

| Net income before non-controlling interests | | | | | | $ | [removed: 3,802] [added: 4,117] | | | | | $ | [removed: 3,087] [added: 3,802] | | | | | $ | [removed: 3,174] [added: 3,087] | |

| Net income attributable to the Company | | | | | | $ | [removed: 3,756] [added: 4,060] | | | | | $ | [removed: 3,050] [added: 3,756] | | | | | $ | [removed: 3,143] [added: 3,050] | |

| – Basic | | | | | | $ | [removed: 7.60] [added: 8.26] | | | | | $ | [removed: 6.11] [added: 7.60] | | | | | $ | [removed: 6.20] [added: 6.11] | |

| – Diluted | | | | | | $ | [removed: 7.53] [added: 8.18] | | | | | $ | [removed: 6.04] [added: 7.53] | | | | | $ | [removed: 6.13] [added: 6.04] | |

| – Basic | | | | | | [removed: 494] [added: 492] | | | | | | [removed: 499] [added: 494] | | | | | | [removed: 507] [added: 499] | | |

| – Diluted | | | | | | [removed: 499] [added: 496] | | | | | | [removed: 505] [added: 499] | | | | | | [removed: 513] [added: 505] | | |

| Shares outstanding at December 31, | | | | | | [removed: 492] [added: 491] | | | | | | [removed: 495] [added: 492] | | | | | | [removed: 504] [added: 495] | | |

Consolidated operating income increased [removed: $1.0 billion,] [added: $535 million,] or [removed: 23%] [added: 10%] to [removed: $5.3] [added: $5.8] billion in [removed: 2023,] [added: 2024,] compared to [removed: $4.3] [added: $5.3] billion in the prior year, reflecting [removed: a 10%] [added: an 8%] increase in revenue and a [removed: 6%] [added: 7%] increase in expenses.

Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of [removed: 11%] [added: 9%] and [removed: 7%,] [added: 5%,] respectively.

[removed: The increase in] [added: Consolidated] revenue [added: growth] in [removed: 2023] [added: 2024] reflects the continued demand for our advice and [removed: solutions, growth in new business and renewals, and investments in talent and capabilities.][added: solutions.]

Expenses [removed: increased] in [removed: 2023] [added: 2024 increased] primarily due to compensation and [removed: benefits,] [added: benefits] driven by [removed: increased headcount, and] higher base [removed: salary] [added: salaries] and incentive compensation.

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

Diluted earnings per share increased to [removed: $7.53] [added: $8.18] from [removed: $6.04,] [added: $7.53,] or [removed: 25%] [added: 9%] from the prior year.

The increase is primarily the result of higher operating income in [removed: 2023,] [added: 2024,] compared to the prior year.

- Consolidated operating income increased $535 million, or 10% to $5.8 billion in 2024, compared to 2023.

- Marsh's revenue in 2024 was $12.5 billion, an increase of 10%, or 7% on an underlying basis.

Guy Carpenter's revenue in 2024 was $2.4 billion, an increase of 5%, or 8% on an underlying basis.

- Mercer's revenue in 2024 was $5.7 billion, an increase of 3%, or 5% on an underlying basis.

Oliver Wyman Group's revenue in 2024 was $3.4 billion, an increase of 9%, or 6% on an underlying basis.

- The Company completed 17 acquisitions in 2024.

On November 15, 2024, the Company completed the acquisition of McGriff Insurance Services, LLC ("McGriff") for $7.75 billion in cash consideration.

- On January 1, 2024, the Company completed the sale of its Mercer U.K. pension administration and U.S. health and benefits administration businesses for approximately $120 million, and recorded a net gain of $35 million in the current year.

*•*In November 2024, the Company issued $7.25 billion of senior notes to fund the acquisition of McGriff and for general corporate purposes.

- In 2024, the Company repaid $1.6 billion of senior notes at maturity.

*Acquisition of McGriff*

On November 15, 2024, the Company completed the acquisition of McGriff, an affiliate of TIH Insurance Holdings (the "McGriff Transaction") for $7.75 billion in cash consideration, subject to certain customary adjustments.

McGriff is an insurance broking and risk management services provider in the United States (U.S.), with approximately $1.3 billion in annual revenue.

In connection with the McGriff Transaction, on September 29, 2024, the Company entered into a Bridge Loan Commitment Letter (the “Commitment Letter”) to provide the Company under a 364-day unsecured bridge term loan facility in an amount not to exceed $7.75 billion (the "Bridge Loan Facility").

The Company paid approximately $23 million for customary upfront fees related to the Commitment Letter, amortized as interest expense.

On November 8, 2024, the Company issued $7.25 billion of senior notes and terminated the Commitment Letter.

In connection with the acquisition of McGriff, the Company incurred approximately $63 million of acquisition and retention related costs in 2024.

The Company expects to recognize costs of approximately $450 million to $500 million, primarily retention incentives over the next 3 years related to the McGriff acquisition.

These costs include retention plans put in place by the seller and were funded through a purchase price adjustment for McGriff.

McGriff's results of operations for the period November 15, 2024 through December 31, 2024 were included in the Company’s results of operations for 2024, in Marsh, in the Risk and Insurance Services segment.

As of November 15, 2024, the Company assumed the assets and legal liabilities of McGriff.

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

* * * * *

| 2024 | | | 2023 | | | | | | 2024 | | | 2023 | | | | | | | | | | | |

| Marsh | | | $ | 12,536 | | $ | 11,378 | | 10 | | % | | | | $ | 12,218 | | $ | 11,375 | | 7 | | % |

| Guy Carpenter | | | 2,362 | | | 2,258 | | | 5 | | % | | | | 2,371 | | | 2,188 | | | 8 | | % |

| Subtotal | | | 14,898 | | | 13,636 | | | 9 | | % | | | | 14,589 | | | 13,563 | | | 8 | | % |

| Mercer | | | 5,743 | | | 5,587 | | | 3 | | % | | | | 5,629 | | | 5,338 | | | 5 | | % |

| Total Consulting | | | 9,133 | | | 8,709 | | | 5 | | % | | | | 8,923 | | | 8,458 | | | 6 | | % |

| Total Revenue | | | $ | 24,458 | | $ | 22,736 | | 8 | | % | | | | $ | 23,935 | | $ | 22,412 | | 7 | | % |

| 2024 | | | 2023 | | | | | | 2024 | | | 2023 | | | | | | | | | | | |

| EMEA | | | $ | 3,530 | | $ | 3,262 | | 8 | | % | | | | $ | 3,521 | | $ | 3,259 | | 8 | | % |

| Total International | | | 5,519 | | | 5,116 | | | 8 | | % | | | | 5,507 | | | 5,113 | | | 8 | | % |

| U.S./Canada | | | 7,017 | | | 6,262 | | | 12 | | % | | | | 6,711 | | | 6,262 | | | 7 | | % |

| Total Marsh | | | $ | 12,536 | | $ | 11,378 | | 10 | | % | | | | $ | 12,218 | | $ | 11,375 | | 7 | | % |

| Wealth | | | $ | 2,584 | | $ | 2,507 | | 3 | | % | | | | $ | 2,455 | | $ | 2,361 | | 4 | | % |

| Health | | | 2,100 | | | 2,061 | | | 2 | | % | | | | 2,115 | | | 1,958 | | | 8 | | % |

| Total Mercer | | | $ | 5,743 | | $ | 5,587 | | 3 | | % | | | | $ | 5,629 | | $ | 5,338 | | 5 | | % |

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

| Marsh | | | $ | 12,536 | | | | | $ | 73 | | | | | $ | (391) | | | | | $ | 12,218 | | | | | $ | 11,378 | | | | | $ | (3) | | | | | $ | 11,375 | |

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

- The Company completed 14 acquisitions in 2023, the largest being the acquisitions of Honan Insurance Group and Graham Company in the Risk and Insurance Services segment.

- 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.

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.

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

| Guy Carpenter | | | 2,258 | | | 2,020 | | | 12 | | % | | | | 2,194 | | | 2,001 | | | 10 | | % |

| Subtotal | | | 13,636 | | | 12,525 | | | 9 | | % | | | | 13,533 | | | 12,511 | | | 8 | | % |

| Mercer | | | 5,587 | | | 5,345 | | | 5 | | % | | | | 5,621 | | | 5,277 | | | 7 | | % |

| Total Consulting | | | 8,709 | | | 8,139 | | | 7 | | % | | | | 8,649 | | | 8,082 | | | 7 | | % |

| Total Revenue | | | $ | 22,736 | | $ | 20,720 | | 10 | | % | | | | $ | 22,574 | | $ | 20,649 | | 9 | | % |

| EMEA (a) | | | $ | 3,262 | | $ | 2,997 | | 9 | | % | | | | $ | 3,268 | | $ | 3,005 | | 9 | | % |

| Total International | | | 5,116 | | | 4,714 | | | 9 | | % | | | | 5,161 | | | 4,722 | | | 9 | | % |

| U.S./Canada | | | 6,262 | | | 5,791 | | | 8 | | % | | | | 6,178 | | | 5,788 | | | 7 | | % |

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

| Wealth | | | $ | 2,507 | | $ | 2,366 | | 6 | | % | | | | $ | 2,537 | | $ | 2,435 | | 4 | | % |

| Health | | | 2,061 | | | 2,017 | | | 2 | | % | | | | 2,063 | | | 1,880 | | | 10 | | % |

| Total Mercer | | | $ | 5,587 | | $ | 5,345 | | 5 | | % | | | | $ | 5,621 | | $ | 5,277 | | 7 | | % |

(a)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA.

Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.

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

| Marsh (a) | | | $ | 11,378 | | | | | $ | 70 | | | | | $ | (109) | | | | | $ | 11,339 | | | | | $ | 10,505 | | | | | $ | 5 | | | | | $ | 10,510 | |

| Guy Carpenter (b) | | | 2,258 | | | | | | 16 | | | | | | (80) | | | | | | 2,194 | | | | | | 2,020 | | | | | | (19) | | | | | | 2,001 | | |

| Subtotal | | | 13,636 | | | | | | 86 | | | | | | (189) | | | | | | 13,533 | | | | | | 12,525 | | | | | | (14) | | | | | | 12,511 | | |

| Mercer (c) | | | 5,587 | | | | | | 23 | | | | | | 11 | | | | | | 5,621 | | | | | | 5,345 | | | | | | (68) | | | | | | 5,277 | | |

| Total Consulting | | | 8,709 | | | | | | 8 | | | | | | (68) | | | | | | 8,649 | | | | | | 8,139 | | | | | | (57) | | | | | | 8,082 | | |

| Total Revenue | | | $ | 22,736 | | | | | $ | 95 | | | | | $ | (257) | | | | | $ | 22,574 | | | | | $ | 20,720 | | | | | $ | (71) | | | | | $ | 20,649 | |

| EMEA (a) (d) | | | $ | 3,262 | | | | | $ | 12 | | | | | $ | (6) | | | | | $ | 3,268 | | | | | $ | 2,997 | | | | | $ | 8 | | | | | $ | 3,005 | |

| Total International | | | 5,116 | | | | | | 55 | | | | | | (10) | | | | | | 5,161 | | | | | | 4,714 | | | | | | 8 | | | | | | 4,722 | | |

| U.S./Canada | | | 6,262 | | | | | | 15 | | | | | | (99) | | | | | | 6,178 | | | | | | 5,791 | | | | | | (3) | | | | | | 5,788 | | |

| Total Marsh | | | $ | 11,378 | | | | | $ | 70 | | | | | $ | (109) | | | | | $ | 11,339 | | | | | $ | 10,505 | | | | | $ | 5 | | | | | $ | 10,510 | |

| Wealth (c) | | | $ | 2,507 | | | | | $ | 11 | | | | | $ | 19 | | | | | $ | 2,537 | | | | | $ | 2,366 | | | | | $ | 69 | | | | | $ | 2,435 | |

| Health (c) | | | 2,061 | | | | | | 4 | | | | | | (2) | | | | | | 2,063 | | | | | | 2,017 | | | | | | (137) | | | | | | 1,880 | | |

| Total Mercer | | | $ | 5,587 | | | | | $ | 23 | | | | | $ | 11 | | | | | $ | 5,621 | | | | | $ | 5,345 | | | | | $ | (68) | | | | | $ | 5,277 | |

| (a)Acquisitions, dispositions, and other in 2022 includes the loss on deconsolidation of the Company's Russian businesses at Marsh of $27 million and Oliver Wyman Group of $12 million. (b)Acquisitions, dispositions, and other in 2023 includes a gain from a legal settlement with a competitor of $58 million, excluding legal fees. (c)Acquisitions, dispositions, and other in 2022 includes revenue from the Westpac Transaction in Wealth and a gain from the sale of the Mercer U.S. affinity business of $112 million in Health. Results for 2023 in Wealth include the loss on sale of an individual financial advisory business in Canada of $17 million. (d)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA. Prior year results for India have been reclassified from Asia Pacific to EMEA for comparative purposes. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Underlying revenue growth in the Risk and Insurance Services and Consulting segments in 2023 reflect the continued demand for our advice and solutions.

In Consulting, revenue growth reflects continued demand for our health, wealth, and career solutions and products, and consulting services.

Expenses excluding the impact from acquisitions, increased 5% in 2023, with increases of 5% in both the Risk and Insurance Services and Consulting segments.

Expenses in 2023 also include $51 million of insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.

| *(In millions)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 3,358] [added: 2,398] | | | | | $ | [removed: 1,442] [added: 3,358] | |

| Cash and cash equivalents held in a fiduciary capacity | | | | | | $ | [removed: 10,794] [added: 11,276] | | | | | $ | [removed: 10,660] [added: 10,794] | |

Based on the above balances at December 31, [removed: 2023,] [added: 2024,] if short-term interest rates increased or decreased by 10%, or [removed: 47] [added: 41] basis points for the year [removed: 2024,] [added: 2025,] annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately [removed: $66] [added: $56] million.

At December 31, [removed: 2022,] [added: 2023,] a change in short-term interest rates of 10%, or [removed: 25] [added: 47] basis points, would have increased or decreased interest income by approximately [removed: $30] [added: $66] million.

The change in interest rate risk at December 31, [removed: 2023] [added: 2024] is due to [removed: higher short-term] [added: lower] interest rates compared to the prior year.

To minimize this risk, the Company and its subsidiaries invest pursuant to a [removed: Board approved] [added: Board-approved] investment policy.

[added: 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: 53%] [added: 52%] of total revenue.

If foreign exchange rates of major currencies (Euro, 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: 2023,] [added: 2024,] the Company estimates [removed: net operating income would increase or decrease by approximately $80 million.]

The corresponding increase or decrease in net operating income in [removed: 2022] [added: 2023] was estimated at [removed: $74] [added: $80] million.

The Company holds investments in both public and private companies as well as private equity funds, including investments of approximately [removed: $16] [added: $19] million that are valued using readily determinable fair values and approximately [removed: $20] [added: $16] million of investments without readily determinable fair values.

The Company also has investments of approximately [removed: $266] [added: $257] million that are accounted for using the equity method.

Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension cost.

The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year.

Assumptions used to determine net periodic cost for 2025 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements.

For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Discussion of Critical Accounting Policies and Estimates - Retirement Benefits" section included in this report.

net operating income would increase or decrease by approximately $93 million.

The majority of cash, cash equivalents.

With annual revenue of [removed: $23] [added: over $24] billion, we have more than [removed: 85,000] [added: 90,000] colleagues advising clients in over 130 countries.

The Risk and Insurance Services segment generated approximately [removed: 62%] [added: 63%] of the Company's total revenue in [removed: 2023] [added: 2024] and employs approximately [removed: 49,300] [added: 52,400] colleagues worldwide.

Currently, approximately [removed: 45,800] [added: 48,800] 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 over 130 countries.

Marsh generated approximately [removed: 51%] [added: 53%] of the Company's total revenue in [removed: 2023.][added: 2024.]

The firm’s resources also include nearly three dozen specialty and industry practices, including cyber, construction, renewable energy, healthcare, and financial and professional service [removed: practices, along with ESG products such as][added: practices.]

Since its first acquisition in 2009, MMA has acquired more than [removed: 100] [added: 125] agencies.

In the U.S., Victor Insurance Managers (US) and ICAT Managers [removed: underwrites, solicits, sells] [added: underwrite, solicit, sell] and [removed: services] [added: service] coverages through a national third-party distribution network of licensed brokers and agents.

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

Victor Insurance Managers (Canada), a leading managing general agent in Canada, delivers professional liability and construction insurance and other [removed: P&C] [added: property and casualty] programs and administers group and retiree benefits programs and claims handling operations for individuals, organizations and businesses.

Victor also has a business in the [removed: UK,] [added: U.K.,] the Netherlands, Italy, Germany and Australia.

Guy Carpenter, the Company’s reinsurance intermediary and advisor, generated approximately [removed: 11%] [added: 10%] of the Company's total revenue in [removed: 2023.][added: 2024.]

Currently, approximately [removed: 3,500] [added: 3,600] Guy Carpenter colleagues provide clients with a combination of specialized reinsurance broking expertise, strategic advisory services and analytics solutions.

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

Guy Carpenter's Global [removed: Strategic] [added: Analytics &] Advisory [removed: ("GSA")] [added: ("GAA")] unit helps clients better understand and quantify the uncertainties inherent in their businesses.

Working in close partnership with Guy Carpenter account executives, [removed: GSA] [added: GAA] specialists help support clients' critical decisions in numerous areas, including reinsurance utilization, catastrophe exposure portfolio management, new product and market development, rating agency, regulatory and account impacts, loss reserve risk, capital adequacy and return on capital.

The Company's Consulting segment generated approximately [removed: 38%] [added: 37%] of the Company's total revenue in [removed: 2023] [added: 2024] and employs approximately [removed: 31,300] [added: 30,500] colleagues worldwide.

Mercer has approximately [removed: 24,500] [added: 23,300] colleagues based in 48 countries.

Mercer generated approximately [removed: 24%] [added: 23%] of the Company's total revenue in [removed: 2023.][added: 2024.]

Mercer provides actuarial consulting, investment consulting, investment management and related services to the sponsors and trustees of pension [removed: plans, master trusts, foundations, endowments, sovereign wealth funds, insurance companies] [added: plans] and [removed: family offices.][added: master trusts.]

Mercer also provides investment consulting and investment management services to [added: foundations, endowments, sovereign wealth funds,] U.S. public sector clients, [added: insurance companies,] financial [removed: intermediaries] [added: intermediaries, family offices] and individuals.

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

As of December 31, [removed: 2023,] [added: 2024,] Mercer and its global affiliates had assets under management of approximately [removed: $420] [added: $617] billion worldwide.

With more than [removed: 6,800] [added: 7,200] professionals and offices in over [removed: 30] [added: 34] 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: 2023.][added: 2024.]

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

- [removed: Health] [added: Healthcare] and Life Sciences

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

Oliver Wyman overlays its industry knowledge with expertise in the following [removed: functional] specializations:

- *People and Organizational Performance.* Oliver Wyman's People and Organizational Performance capability brings together deep [removed: functional] expertise and industry knowledge to enable [removed: the whole organization] [added: organizations] to work in service of its strategic vision and to address the most pressing organizational, people, and change issues.

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

Lippincott's [removed: designers] [added: strategy and design experts] have helped create some of the world's most recognized brands.

NERA's specialized practice areas include: [removed: antitrust; securities;] [added: antitrust, securities,] complex commercial [removed: litigation; energy;] [added: litigation, energy,] environmental [removed: economics;] [added: economics,] network [removed: industries;] [added: industries,] intellectual [removed: property;] [added: property,] product liability and mass [removed: torts;] [added: torts] and transfer pricing.

In the majority of cases, Mercer's Health business is compensated through commissions for the placement of insurance contracts and supplemental compensation from insurers based on such factors as [removed: volume, growth of accounts, and total retention of accounts placed by Mercer.]

For a majority of the Mercer-managed investment funds, revenue received from Mercer's investment management clients as sub-advisor fees is reported [removed: in accordance with U.S. GAAP,] on a gross basis rather than a net basis.

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 businesses and for more information about the laws and regulations related to data privacy, data [removed: protection and] [added: protection,] cybersecurity and [added: AI and] the associated risks to our businesses.

[added: Also in the U.S., Marsh uses the services of MMA Securities LLC, a SEC registered broker-dealer, investment adviser] and member of FINRA, SIPC and the Municipal Securities Rulemaking Board ("MSRB"), and MMA Asset Management LLC, a SEC registered investment adviser, primarily in connection with retirement, executive compensation and benefits consulting and advisory services to qualified and non-qualified benefits plans, companies and executives and personal wealth management.

In the United Kingdom, Marsh and Guy Carpenter use the expertise of MMC Securities Limited, which is authorized and regulated by the FCA to provide advice on [removed: securities and investments, including mergers & acquisitions in the United Kingdom.]

In addition, trustee services, investment services (including advice to persons, institutions and other entities on the investment of pension assets and assumption of discretionary investment management responsibilities) and retirement and employee benefit program administrative services provided by Mercer and its subsidiaries and affiliates may also be subject to investment and securities regulations in various jurisdictions, including (but not limited to) regulations imposed or enforced by the Securities and Exchange Commission (SEC) and the Department of Labor in the U.S., the [added: Ontario Securities Commission in Canada, the] FCA in the United Kingdom, the Central Bank of Ireland and the Australian Prudential Regulation Authority and the Australian Securities and Investments Commission.

Depending on the nature of the client and services performed, Mercer may also be subject to direct oversight by the [removed: Departments] [added: Department] of Health and Human Services and other federal agencies in the U.S. Mercer provides annuity buy-out advice that is subject to regulations (for example, in the U.S., state insurance licensing regulations and ERISA).

In addition, third party capital providers have entered the insurance and reinsurance risk transfer market offering products and capital [added: directly to the Company’s clients.]

- Consumer, Telecommunications, and Technology

- Government and Public Institutions

- *AI Transformation:* Quotient is Oliver Wyman’s global AI offering, bringing specialized experience to help clients harness the value of AI.

volume, growth of accounts, and total retention of accounts placed by Mercer.

securities and investments, including mergers & acquisitions in the United Kingdom.

Our ESG Committee and Compensation Committee of the Board of Directors have oversight responsibility for various aspects of the Company’s human capital management and are regularly updated by the Chief People Officer.

Colleague Value Proposition and Engagement. In 2024, we introduced our shared Colleague Value Proposition (CVP), an articulation of why colleagues choose to work and invest their talents at Marsh McLennan.

You can be your best here captures the unique experience offered to current and prospective colleagues at Marsh McLennan, and it’s inspired by our own colleagues’ voices.

In 2024, we introduced our shared Colleague Value Proposition (CVP), an articulation of why colleagues choose to work and invest their talents at Marsh McLennan.

You can be your best here captures the unique experience offered to current and prospective colleagues at Marsh McLennan, and it’s inspired by our own colleagues’ voices.

It is embodied in our key pillars: Impact, Leadership, Culture, Career, and Rewards, all of which support our shared purpose: “We build the confidence to thrive through the power of perspective.”

We provide resources to support colleagues to be their best at Marsh McLennan.

opportunities.

We enable all colleagues to advance their skills through professional development, learning from talented colleagues, and support in taking on new challenges.

Additionally, we launched our AI Academy to promote development of essential new skills.

In the six months since launch, nearly 35,000 colleagues have received their AI Academy credentials.

We are committed to enhancing the well-being of our colleagues through a comprehensive value proposition that prioritizes health, wellness and work-life balance.

Recognizing the importance of mental wellness, we provide personalized tools and support, along with 24/7 access to Employee Assistance Programs for confidential counselling.

Our critical incident support ensures that colleagues receive the help they need in times of crisis, particularly in countries affected by disasters.

We offer our colleagues rewards that are designed to be competitive in the market, attract and retain highly talented individuals and recognize their performance and contributions.

In addition to health benefits, our total rewards also include retirement benefits, savings and stock investment plans in most jurisdictions so that our colleagues can experience a full range of rewards that work for them.

As CIOO, Mr. Beswick leads the Business and Client Services team and oversees Marsh McLennan's Operations and Technology teams in support of the Company's global businesses.

Prior to assuming this expanded role in January 2025, Mr. Beswick served as Chief Information Officer from 2021 to 2025.

He was previously a Partner and Global Head of Oliver Wyman Labs and the Digital Practice at Oliver Wyman where he worked in various sectors, including financial services, retail, transportation, telecoms, and consumer goods.

Mr. Studer was a founding Director of TheCityUK, a founding advisory board member of the FICC Markets Standards Board and is a member of the Sustainable Markets Initiative.

Pat Tomlinson, age 54, is President and Chief Executive Officer of Mercer and Vice Chair of Marsh McLennan, a position he assumed in April of 2024.

He also serves as CEO of Marsh McLennan US and Canada, with responsibility for leading across businesses to address clients’ increasingly interconnected risk, strategy and people challenges.

From 2020 to 2024, Mr. Tomlinson served as Mercer's President of U.S. and Canada.

Prior to that, he served as a U.S. and Canada business leader, leading the U.S. East Market, where he guided Mercer's Health, Wealth, and Career businesses to meet ever-changing client needs.

Prior to joining Mercer in 2014, he spent 17 years with Aon and served as an officer in the U.S. Army.

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

- Automotive and Manufacturing Industries

- Communications, Media & Technology

- Public Sector

- Retail & Consumer Goods

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.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG))

Since 2008, Marsh McLennan has had a framework for overseeing and managing the company’s approach to environmental sustainability, human capital management and corporate governance.

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

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

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

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

For detailed information regarding our human capital management, we encourage investors to visit https://www.marshmclennan.com/about/esg.html for our consolidated ESG Report.

The information on this website, and in the ESG report, does not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website or the report and does not form part of this Form 10-K.

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.

Women comprise more than half of our global enterprise workforce, and approximately 33% of our senior leaders are women.

In the U.S., where we have the most complete data through workforce self-identification of race and ethnicity, approximately 1 in 4 U.S. colleagues and 18% of U.S. senior leaders identify as non-White.

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.

We also recognize the importance of our nearly 18,000 people managers to our talent pipeline and have given them increased support and opportunities for promoting the growth of their teams.

Our People Manager Hub is a one-stop digital source for people managers globally.

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

Colleague Engagement.

Developed internally by our Global Talent Development team, the survey methodology has been consistent since 2011, with updates to specific questions as necessary.

A third-party administers our survey in order to maintain confidentiality of responses.

As a company, our success depends on the health and well-being of our colleagues.

We also prioritize our colleagues’ mental wellness, including 24/7 access to an Employee Assistance Program for confidential counselling on personal issues for 99% of our colleagues and their eligible family members, and critical incident support in countries where a disaster has occurred.

We offer competitive rewards to help build colleagues’ personal wealth and improve their financial well-being.

Our offerings also include retirement benefits, savings and stock investment plans in certain jurisdictions.

In this role, he manages over 5,000 technologists supporting Marsh McLennan’s global businesses.

Prior to his appointment as Marsh McLennan CIO in January 2021, Mr. Beswick was a Partner and Global Head of Oliver Wyman Labs and the Digital Practice at Oliver Wyman.

During more than two decades with Oliver Wyman, he worked in various sectors, including retail, transportation, telecom, and consumer goods.

Mr. Beswick holds an MA (first class) in chemical engineering from Cambridge University.

Mr. Doyle serves as the Chairman of the U.S. Federal Advisory Committee on Insurance.

Martine Ferland, age 62, is Chief Executive Officer of Mercer.

She also serves as Vice Chair of Marsh McLennan.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

][added: logo.jpg](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc-20241231_g1.jpg)]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately [removed: $92,849,878,606] [added: $103,586,269,063] computed by reference to the closing price of such stock as reported on the New York Stock Exchange on June 30, [removed: 2023.][added: 2024.]

As of February [removed: 8, 2024,] [added: 6, 2025,] there were outstanding [removed: 491,656,196] [added: 491,131,126] 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: 2024] [added: 2025] Annual Meeting of Stockholders (the [removed: "2024] [added: "2025] 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 multiple major [removed: wars, escalating conflict throughout the Middle East] [added: wars] and [removed: rising tension in the South China Sea,] [added: global conflicts,] slower GDP growth or recession, lower interest rates, capital markets [removed: volatility] [added: volatility, inflation] and [removed: inflation;][added: changes in insurance premium rates;]

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

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

| [Information Concerning Forward-Looking [removed: Statements](#id1cae9838cb0407e9bbfc15f0078921f_7)] [added: Statements](#i66887d101b1a41528397b6a5d4040579_7)] | | | | | | [removed: [i](#id1cae9838cb0407e9bbfc15f0078921f_7)] [added: [i](#i66887d101b1a41528397b6a5d4040579_7)] | | |

| Item 1 — | | | [removed: [Business](#id1cae9838cb0407e9bbfc15f0078921f_16)] [added: [Business](#i66887d101b1a41528397b6a5d4040579_16)] | | | [removed: [1](#id1cae9838cb0407e9bbfc15f0078921f_16)] [added: [1](#i66887d101b1a41528397b6a5d4040579_16)] | | |

| Item 1A — | | | [Risk [removed: Factors](#id1cae9838cb0407e9bbfc15f0078921f_19)] [added: Factors](#i66887d101b1a41528397b6a5d4040579_19)] | | | [removed: [13](#id1cae9838cb0407e9bbfc15f0078921f_19)] [added: [13](#i66887d101b1a41528397b6a5d4040579_19)] | | |

| Item 1B — | | | [Unresolved Staff [removed: Comments](#id1cae9838cb0407e9bbfc15f0078921f_22)] [added: Comments](#i66887d101b1a41528397b6a5d4040579_22)] | | | [removed: [32](#id1cae9838cb0407e9bbfc15f0078921f_22)] [added: [33](#i66887d101b1a41528397b6a5d4040579_22)] | | |

| Item 1C — | | | [removed: [Cybersecurity](#id1cae9838cb0407e9bbfc15f0078921f_2078)] [added: [Cybersecurity](#i66887d101b1a41528397b6a5d4040579_25)] | | | [removed: [32](#id1cae9838cb0407e9bbfc15f0078921f_2078)] [added: [33](#i66887d101b1a41528397b6a5d4040579_25)] | | |

| Item 2 — | | | [removed: [Properties](#id1cae9838cb0407e9bbfc15f0078921f_25)] [added: [Properties](#i66887d101b1a41528397b6a5d4040579_28)] | | | [removed: [34](#id1cae9838cb0407e9bbfc15f0078921f_25)] [added: [35](#i66887d101b1a41528397b6a5d4040579_28)] | | |

| Item 3 — | | | [Legal [removed: Proceedings](#id1cae9838cb0407e9bbfc15f0078921f_28)] [added: Proceedings](#i66887d101b1a41528397b6a5d4040579_31)] | | | [removed: [34](#id1cae9838cb0407e9bbfc15f0078921f_28)] [added: [35](#i66887d101b1a41528397b6a5d4040579_31)] | | |

| Item 4 — | | | [Mine Safety [removed: Disclosures](#id1cae9838cb0407e9bbfc15f0078921f_34)] [added: Disclosures](#i66887d101b1a41528397b6a5d4040579_34)] | | | [removed: [34](#id1cae9838cb0407e9bbfc15f0078921f_34)] [added: [35](#i66887d101b1a41528397b6a5d4040579_34)] | | |

| Item 5 — | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id1cae9838cb0407e9bbfc15f0078921f_37)] [added: Securities](#i66887d101b1a41528397b6a5d4040579_40)] | | | [removed: [35](#id1cae9838cb0407e9bbfc15f0078921f_37)] [added: [36](#i66887d101b1a41528397b6a5d4040579_40)] | | |

| Item 6 — | | | [removed: [\[Reserved\]](#id1cae9838cb0407e9bbfc15f0078921f_40)] [added: [\[Reserved\]](#i66887d101b1a41528397b6a5d4040579_43)] | | | [removed: [35](#id1cae9838cb0407e9bbfc15f0078921f_40)] [added: [36](#i66887d101b1a41528397b6a5d4040579_43)] | | |

| Item 7 — | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id1cae9838cb0407e9bbfc15f0078921f_46)] [added: Operations](#i66887d101b1a41528397b6a5d4040579_49)] | | | [removed: [36](#id1cae9838cb0407e9bbfc15f0078921f_46)] [added: [37](#i66887d101b1a41528397b6a5d4040579_49)] | | |

| Item 7A — | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id1cae9838cb0407e9bbfc15f0078921f_100)] [added: Risk](#i66887d101b1a41528397b6a5d4040579_106)] | | | [removed: [55](#id1cae9838cb0407e9bbfc15f0078921f_100)] [added: [57](#i66887d101b1a41528397b6a5d4040579_106)] | | |

| Item 8 — | | | [Financial Statements and Supplementary [removed: Data](#id1cae9838cb0407e9bbfc15f0078921f_103)] [added: Data](#i66887d101b1a41528397b6a5d4040579_109)] | | | [removed: [57](#id1cae9838cb0407e9bbfc15f0078921f_103)] [added: [59](#i66887d101b1a41528397b6a5d4040579_109)] | | |

| Item 9 — | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id1cae9838cb0407e9bbfc15f0078921f_214)] [added: Disclosure](#i66887d101b1a41528397b6a5d4040579_220)] | | | [removed: [113](#id1cae9838cb0407e9bbfc15f0078921f_214)] [added: [116](#i66887d101b1a41528397b6a5d4040579_220)] | | |

| Item 9A — | | | [Controls and [removed: Procedures](#id1cae9838cb0407e9bbfc15f0078921f_217)] [added: Procedures](#i66887d101b1a41528397b6a5d4040579_223)] | | | [removed: [113](#id1cae9838cb0407e9bbfc15f0078921f_217)] [added: [116](#i66887d101b1a41528397b6a5d4040579_223)] | | |

| Item 10 — | | | [Directors, Executive Officers and Corporate [removed: Governance](#id1cae9838cb0407e9bbfc15f0078921f_226)] [added: Governance](#i66887d101b1a41528397b6a5d4040579_235)] | | | [removed: [116](#id1cae9838cb0407e9bbfc15f0078921f_226)] [added: [119](#i66887d101b1a41528397b6a5d4040579_235)] | | |

| Item 12 — | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id1cae9838cb0407e9bbfc15f0078921f_229)] [added: Matters](#i66887d101b1a41528397b6a5d4040579_238)] | | | [removed: [116](#id1cae9838cb0407e9bbfc15f0078921f_229)] [added: [119](#i66887d101b1a41528397b6a5d4040579_238)] | | |

| Item 13 — | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id1cae9838cb0407e9bbfc15f0078921f_235)] [added: Independence](#i66887d101b1a41528397b6a5d4040579_244)] | | | [removed: [116](#id1cae9838cb0407e9bbfc15f0078921f_235)] [added: [119](#i66887d101b1a41528397b6a5d4040579_244)] | | |

| Item 14 — | | | [Principal Accountant Fees and [removed: Services](#id1cae9838cb0407e9bbfc15f0078921f_238)] [added: Services](#i66887d101b1a41528397b6a5d4040579_247)] | | | [removed: [116](#id1cae9838cb0407e9bbfc15f0078921f_238)] [added: [119](#i66887d101b1a41528397b6a5d4040579_247)] | | |

| Item 15 — | | | [Exhibits and Financial Statement [removed: Schedules](#id1cae9838cb0407e9bbfc15f0078921f_244)] [added: Schedules](#i66887d101b1a41528397b6a5d4040579_253)] | | | [removed: [117](#id1cae9838cb0407e9bbfc15f0078921f_244)] [added: [120](#i66887d101b1a41528397b6a5d4040579_253)] | | |

- our failure to design and execute operating model changes that capture opportunities and efficiencies at the intersection of our business; and

- our ability to successfully integrate or achieve the intended benefits of the acquisition of McGriff.

| Item 9B — | | | [Other Information](#i66887d101b1a41528397b6a5d4040579_226) | | | [118](#i66887d101b1a41528397b6a5d4040579_226) | | |

| Item 11 — | | | [Executive Compensation](#i66887d101b1a41528397b6a5d4040579_241) | | | [119](#i66887d101b1a41528397b6a5d4040579_241) | | |

| Item 16 — | | | [Form 10-K Summary](#i66887d101b1a41528397b6a5d4040579_256) | | | [132](#i66887d101b1a41528397b6a5d4040579_256) | | |

| Signatures | | | | | | [133](#i66887d101b1a41528397b6a5d4040579_259) | | |

| 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) | | |

Our cybersecurity risk management program has been designed based on industry standards, such as the National Institute of Standards and Technology Cybersecurity [removed: Framework and ISO/IEC:27001,] [added: Framework,] 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.

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

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 [added: multi-factor authentication and requirements for VPN or private channel access to our systems), and (3) formal policies and procedures designed to address cybersecurity incidents.]

In [removed: 2023,] [added: 2024,] 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.

recovery and information security frameworks, solutions and procedures.

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

The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and each quarterly period thereof:

| | | | | | | [removed: 2023] [added: 2024] Stock Price Range | | | | | | | | | | | | [removed: 2022] [added: 2023] Stock Price Range | | | | | | | | |

| First Quarter | | | | | | [removed: $176.85] [added: $209.20] | | | | | | [removed: $151.86] [added: $188.31] | | | | | | [removed: $173.34] [added: $176.85] | | | | | | [removed: $142.80] [added: $151.86] | | |

| Second Quarter | | | | | | [removed: $189.02] [added: $216.89] | | | | | | [removed: $165.86] [added: $196.17] | | | | | | [removed: $183.14] [added: $189.02] | | | | | | [removed: $143.33] [added: $165.86] | | |

| Third Quarter | | | | | | [removed: $199.20] [added: $232.32] | | | | | | [removed: $183.81] [added: $209.55] | | | | | | [removed: $174.23] [added: $199.20] | | | | | | [removed: $146.82] [added: $183.81] | | |

| Fourth Quarter | | | | | | [removed: $202.81] [added: $235.50] | | | | | | [removed: $184.02] [added: $209.34] | | | | | | [removed: $176.75] [added: $202.81] | | | | | | [removed: $148.14] [added: $184.02] | | |

| Full Year | | | | | | [removed: $202.81] [added: $235.50] | | | | | | [removed: $151.86] [added: $188.31] | | | | | | [removed: $183.14] [added: $202.81] | | | | | | [removed: $142.80] [added: $151.86] | | |

The Company has a share [removed: repurchases] [added: repurchase] program authorized by the Board of Directors.

At December 31, [removed: 2023,] [added: 2024,] the Company remained authorized to repurchase up to approximately [removed: $3.2] [added: $2.3] billion in shares of its common stock.

The Company repurchased approximately [removed: 12.2] [added: 4.3] million shares of its common stock for [removed: $1.9 billion] [added: $900 million] in [removed: 2022.][added: 2024.]

At February [removed: 8, 2024,] [added: 6, 2025,] there were [removed: 4,044] [added: 3,841] stockholders of record.

There were no repurchases of the Company's common stock during the fourth quarter of 2024.

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

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

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

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

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

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

| Oct 1-31, 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 | |

| *(In millions, except per share data)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | | | | $ | [removed: 22,736] [added: 24,458] | | | | | $ | [removed: 20,720] [added: 22,736] | | | | | $ | [removed: 19,820] [added: 20,720] | |

| Compensation and benefits | | | | | | [removed: 13,099] [added: 13,996] | | | | | | [removed: 12,071] [added: 13,099] | | | | | | [removed: 11,425] [added: 12,071] | | |

| Other operating expenses | | | | | | [removed: 4,355] [added: 4,645] | | | | | | [removed: 4,369] [added: 4,355] | | | | | | [removed: 4,083] [added: 4,369] | | |

| Operating expenses | | | | | | [removed: 17,454] [added: 18,641] | | | | | | [removed: 16,440] [added: 17,454] | | | | | | [removed: 15,508] [added: 16,440] | | |

| Operating income | | | | | | [removed: 5,282] [added: 5,817] | | | | | | [removed: 4,280] [added: 5,282] | | | | | | [removed: 4,312] [added: 4,280] | | |

| Other net benefits credits | | | | | | [removed: 239] [added: 268] | | | | | | [removed: 235] [added: 239] | | | | | | [removed: 277] [added: 235] | | |

| Interest income | | | | | | [removed: 78] [added: 83] | | | | | | [removed: 15] [added: 78] | | | | | | [removed: 2] [added: 15] | | |

| Interest expense | | | | | | [removed: (578)] [added: (700)] | | | | | | [removed: (469)] [added: (578)] | | | | | | [removed: (444)] [added: (469)] | | |

| Investment income | | | | | | [removed: 5] [added: 12] | | | | | | [removed: 21] [added: 5] | | | | | | [removed: 61] [added: 21] | | |

| Income before income taxes | | | | | | [removed: 5,026] [added: 5,480] | | | | | | [removed: 4,082] [added: 5,026] | | | | | | [removed: 4,208] [added: 4,082] | | |

| Income tax expense | | | | | | [removed: 1,224] [added: 1,363] | | | | | | [removed: 995] [added: 1,224] | | | | | | [removed: 1,034] [added: 995] | | |

| Net income before non-controlling interests | | | | | | [removed: 3,802] [added: 4,117] | | | | | | [removed: 3,087] [added: 3,802] | | | | | | [removed: 3,174] [added: 3,087] | | |

| Less: Net income attributable to non-controlling interests | | | | | | [removed: 46] [added: 57] | | | | | | [removed: 37] [added: 46] | | | | | | [removed: 31] [added: 37] | | |

| Net income attributable to the Company | | | | | | $ | [removed: 3,756] [added: 4,060] | | | | | $ | [removed: 3,050] [added: 3,756] | | | | | $ | [removed: 3,143] [added: 3,050] | |

| – Basic | | | | | | $ | [removed: 7.60] [added: 8.26] | | | | | $ | [removed: 6.11] [added: 7.60] | | | | | $ | [removed: 6.20] [added: 6.11] | |

| – Diluted | | | | | | $ | [removed: 7.53] [added: 8.18] | | | | | $ | [removed: 6.04] [added: 7.53] | | | | | $ | [removed: 6.13] [added: 6.04] | |

| – Basic | | | | | | [removed: 494] [added: 492] | | | | | | [removed: 499] [added: 494] | | | | | | [removed: 507] [added: 499] | | |

| – Diluted | | | | | | [removed: 499] [added: 496] | | | | | | [removed: 505] [added: 499] | | | | | | [removed: 513] [added: 505] | | |

| Shares outstanding at December 31, | | | | | | [removed: 492] [added: 491] | | | | | | [removed: 495] [added: 492] | | | | | | [removed: 504] [added: 495] | | |

| For the Years Ended December 31, *(In millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income before non-controlling interests | | | $ | [removed: 3,802] [added: 4,117] | | | | | $ | [removed: 3,087] [added: 3,802] | | | | | $ | [removed: 3,174] [added: 3,087] | |

| Foreign currency translation adjustments | | | [removed: 389] [added: (613)] | | | | | | [removed: (1,198)] [added: 389] | | | | | | [removed: (389)] [added: (1,198)] | | |

| (Loss) gain related to pension and post-retirement plans | | | [removed: (503)] [added: (400)] | | | | | | [removed: 641] [added: (503)] | | | | | | [removed: 1,229] [added: 641] | | |

| Other comprehensive (loss) income, before tax | | | [removed: (114)] [added: (1,013)] | | | | | | [removed: (557)] [added: (114)] | | | | | | [removed: 840] [added: (557)] | | |

| Income tax (credit) expense on other comprehensive (loss) income | | | [removed: (133)] [added: (68)] | | | | | | [removed: 182] [added: (133)] | | | | | | [removed: 305] [added: 182] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 19] [added: (945)] | | | | | | [removed: (739)] [added: 19] | | | | | | [removed: 535] [added: (739)] | | |

| Comprehensive income | | | [removed: 3,821] [added: 3,172] | | | | | | [removed: 2,348] [added: 3,821] | | | | | | [removed: 3,709] [added: 2,348] | | |

| Less: Comprehensive income attributable to non-controlling interests | | | [removed: 46] [added: 57] | | | | | | [removed: 37] [added: 46] | | | | | | [removed: 31] [added: 37] | | |

| Comprehensive income attributable to the Company | | | $ | [removed: 3,775] [added: 3,115] | | | | | $ | [removed: 2,311] [added: 3,775] | | | | | $ | [removed: 3,678] [added: 2,311] | |

| *(In millions, except [added: per] share data)* | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023 | | | | | |] 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 3,358] [added: 2,398] | | | | | $ | [added: 3,358 | | | | | $ |] 1,442 | |

| Cash and cash equivalents held in a fiduciary capacity | | | [removed: 10,794] [added: 11,276] | | | | | | [added: 10,794 | | | | | |] 10,660 | | |

| Commissions and fees | | | [removed: 5,806] [added: 6,533] | | | | | | [removed: 5,293] [added: 5,806] | | |

| Advanced premiums and claims | | | [removed: 103] [added: 84] | | | | | | 103 | | |

| Other | | | [removed: 660] [added: 706] | | | | | | [removed: 616] [added: 660] | | |

| Less – allowance for credit losses | | | [removed: (151)] [added: (167)] | | | | | | [removed: (160)] [added: (151)] | | |

| Net receivables | | | [removed: 6,418] [added: 7,156] | | | | | | [removed: 5,852] [added: 6,418] | | |

| Other current assets | | | [removed: 1,178] [added: 1,287] | | | | | | [removed: 1,005] [added: 1,178] | | |

| Total current assets | | | [removed: 21,748] [added: 22,117] | | | | | | [removed: 18,959] [added: 21,748] | | |

| *(In millions, except share data)* | | | 2024 | | | | | | 2023 | | |

| | | | 7,323 | | | | | | 6,569 | | |

| | | | $ | 56,481 | | | | | $ | 48,030 | |

| | | | 21,190 | | | | | | 19,446 | | |

| | | | $ | 56,481 | | | | | $ | 48,030 | |

| Payment of bridge loan commitment fees | | | (23) | | | | | | — | | | | | | — | | |

*Acquisition of McGriff*

On November 15, 2024, the Company completed the acquisition of McGriff Insurance Services, LLC ("McGriff"), an affiliate of TIH Insurance Holdings (the "McGriff Transaction").

McGriff's results of operations for the period November 15, 2024 through December 31, 2024 were included in the Company’s results of operations for 2024.

As of November 15, 2024, the historical McGriff business was combined into the Company's operations included in Marsh, in the Risk and Insurance Services reporting segment, and the Company assumed the assets and legal liabilities of McGriff.

| *(In millions)* | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2,397 | | | | | | 2,444 | | |

Generally, the Company does not adjust the rate of return assumption from year

The Company has also elected not to

jurisdiction.

| Net income before non-controlling interests | | | $ | 4,117 | | | | | $ | 3,802 | | | | | $ | 3,087 | |

The increase reflects $465 million related to the acquisition of McGriff.

In November 2024, the FASB issued an accounting standard update on the disaggregated disclosure of income statement expenses.

The new guidance requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

The new standard does not change the requirements for the presentation of expenses on the face of the income statement.

The new guidance will be applied prospectively with the option for retrospective application.

The Company adopted the new standard effective December 31, 2024, which impacted disclosures only, with no impact to results of operations, cash flows, or financial condition.

Revenue is typically recognized over time using an input measure of time expended to date relative to total estimated time to be incurred at project completion.

Incurred hours represent services rendered and thereby faithfully depicts the transfer of control to the customer.

(b)Revenue in 2024 includes a net gain of $35 million from the sale of the U.K. pension administration and U.S.health and benefits administration businesses, that comprised of a $70 million gain in Wealth, offset by a $35 million loss in Health.

(e)Revenue in 2024 includes a gain of $20 million from the sale of a business in Oliver Wyman Group.

| *(In millions)* | | | | | | 2024 | | | | | | 2023 | | |

(a)Includes $69 million from the acquisition of McGriff in 2024.

(a) Income taxes paid, net of refunds in 2024 include a payment for the purchase of green energy income tax credits which reduced the Company's 2024 income tax liabilities.

| Balance at January 1, 2024 | | | | | | | | | | | | $ | (3,101) | | | | | $ | (2,194) | | | | | $ | (5,295) | |

| Net current period other comprehensive (loss) | | | | | | | | | | | | (307) | | | | | | (638) | | | | | | (945) | | |

| Balance at December 31, 2024 | | | | | | | | | | | | $ | (3,408) | | | | | $ | (2,832) | | | | | $ | (6,240) | |

| Net losses arising during period | | | | | | (520) | | | | | | (124) | | | | | | (396) | | |

| Pension/post-retirement plans (loss) | | | | | | (400) | | | | | | (93) | | | | | | (307) | | |

| Other comprehensive (loss) | | | | | | $ | (1,013) | | | | | $ | (68) | | | | | $ | (945) | |

| Subtotal | | | | | | 20 | | | | | | 6 | | | | | | 14 | | |

(a)Included in other net benefit credits in the consolidated statements of income.

- March – Marsh & McLennan Agency ("MMA") acquired Louisiana-based insurance brokers, Querbes & Nelson ("Q&N") and Louisiana Companies.

Q&N offers business insurance, employee benefits, and alternative risk financing consulting to a variety of businesses with specific expertise in energy services, commercial contractors, and transportation.

Louisiana Companies provides business and personal lines insurance to businesses and individuals with specific expertise in the construction, manufacturing, distributor, healthcare, and hospitality industries.

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

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

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

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

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

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

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

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

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

As discussed in Note 6, Goodwill and Other Intangibles, the Company elected to perform a quantitative impairment assessment in 2023.

Typically, severance benefits are recognized when the

*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 current assets | | | $ | 8,299 | | | | | $ | 18,959 | |

| 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.

In October 2021, the FASB issued new guidance for measuring contract assets and contract liabilities acquired in a business combination.

In accordance with the new guidance, contract assets and contract liabilities should be measured in accordance with the guidance for revenue from contracts with customers as opposed to the guidance for business combinations.

The Company elected to adopt this new standard effective January 1, 2022.

Adoption of this guidance did not have a material impact on the Company's financial position or results of operations.

For such arrangements, revenue is recognized using output measures, which correspond to the progress toward completing the performance obligation.

These measures of progress provide a faithful depiction of the progress towards completion of the performance obligation.

A significant majority of fee revenues in the Consulting segment is recognized over time.

(a)In the first quarter of 2023, the Company began reporting the Marsh India operations in EMEA.

Prior years' results for India have been reclassified from Asia Pacific to EMEA for comparative purposes.

Revenue in 2021 also included a gain on consolidation of Marsh India of $267 million.

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

(d)Revenue in 2023 includes the loss on sale of an individual financial advisory business in Canada of $17 million.

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

In 2022, the Company had incurred $30 million in settlement charges and legal costs related to strategic recruiting.

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

| Balance at January 1, 2022 | | | | | | | | | | | | $ | (3,202) | | | | | $ | (1,373) | | | | | $ | (4,575) | |

| Balance at December 31, 2022 | | | | | | | | | | | | $ | (2,721) | | | | | $ | (2,593) | | | | | $ | (5,314) | |

| Effect of curtailment (a) | | | | | | 2 | | | | | | 1 | | | | | | 1 | | |

| Subtotal | | | | | | 213 | | | | | | 54 | | | | | | 159 | | |

Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] under the supervision and with the participation of the Company’s principal executive and principal financial officers.

In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal [removed: Control—Integrated] [added: Control — Integrated] Framework issued in 2013.

Based on its evaluation, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

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: 2023.][added: 2024.]

We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 12, 2024,] [added: 10, 2025,] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As allowed by SEC guidance, management excluded from its assessment the internal control over financial reporting at McGriff, which was acquired on November 15, 2024.

McGriff accounted for approximately 2% of the Company’s total assets as of December 31, 2024 and McGriff’s revenue from the acquisition date through December 31, 2024 comprised 0.6% of the Company’s consolidated revenue for the year ended December 31, 2024.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at McGriff Insurance Services (“McGriff”), which was acquired on November 15, 2024, and whose financial statements constitute approximately 2% of total assets and 0.6% of total revenue of the Company’s consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at McGriff.

February 10, 2025

February 12, 2024

The following Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) [removed: adopted, modified or terminated] [added: adopted] "Rule 10b5-1 trading [removed: arrangements" (as] [added: arrangements," as] defined in [removed: Item 408 under] Regulation [removed: S-K] [added: S-K, Item 408, intended to satisfy the affirmative defense conditions] of [added: Rule 10b5-1(c) under] the Exchange [removed: Act):][added: Act:]

- John Doyle, our Chief Executive Officer, adopted a trading plan on December 2, 2024, which provides for the exercise and sale of an aggregate of 84,318 options.

The plan will terminate on December 2, 2025, subject to early termination for certain specified events set forth in the plan.

- Paul Beswick, our Senior Vice President and Chief Information Officer, adopted a new trading plan on December 6, 2024, which provides for the (1) sale of 2,120 shares, (2) sale up to 7,928 shares subject to performance stock units ("PSUs") and (3) exercise and sale of 5,000 stock options, in each case excluding any shares withheld by the company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards.

The plan’s maximum length is until December 5, 2025, subject to early termination for certain specified events set forth in the plan.

- Dean Klisura, our President and Chief Executive Officer of Guy Carpenter and Vice Chair, Marsh McLennan, adopted a new trading plan on December 6, 2024, which provides for the (1) sale of up to 9,910 shares subject to PSUs, (2) sale of up to 6,024 shares subject to restricted stock units ("RSUs") and (3) exercise and sale of 9,569 stock options, in each case excluding any shares withheld by the company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards.

The plan’s maximum length is until December 5, 2025, subject to early termination for certain specified events set forth in the plan.

- Mark McGivney, our Chief Financial Officer, adopted a new trading plan on December 6, 2024, which provides for the (1) sale of up to 21,472 shares subject to PSUs and (2) exercise and sale of 67,421 stock options, in each case excluding any shares withheld by the company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards.

The plan’s maximum length is until December 5, 2025, subject to early termination for certain specified events set forth in the plan.

- Stacy Mills, our Vice President and Controller, adopted a new trading plan on December 6, 2024, which provides for the (1) sale of up to 1,488 shares subject to PSUs, (2) sale of 1,461 shares subject to RSUs and (3) exercise and sale of 4,207 stock options, in each case excluding any shares withheld by the company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards.

The plan’s maximum length is until December 5, 2025, subject to early termination for certain specified events set forth in the plan.

- 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 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 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.

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: 2024] [added: 2025] Proxy Statement.

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

McGivney, Martin [removed: South and] [added: South,] Nick [removed: Studer.][added: Studer and Pat Tomlinson.]

The information set forth in the [removed: 2024] [added: 2025] 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.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of securities of the Company by our directors, executive officers and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NYSE Corporate Governance Standards.

Our Trading Securities Policy prohibits our employees and related persons and entities from trading in securities of the Company and other companies while in possession of material, nonpublic information.

Our Trading Securities Policy also prohibits our employees from disclosing material, nonpublic information to unauthorized people and certain restricted colleagues from trading in securities of the Company during any applicable “blackout” period.

Our Trading Securities Policy also prohibits our employees from engaging in short sales or derivative transactions relating to securities of the Company at any time.

A copy of our Trading Securities Policy is filed as Exhibit 19.1 to this Form 10-K.

Our executive officers and directors must also comply with additional trading restrictions.

Members of the Company’s Board of Directors, Executive Committee and other specified employees, and related persons and entities, must receive approval through the Pre-Clearance Procedures in order to transact in securities of the Company and are subject to the prohibitions described above.

A copy of our Transactions in Marsh McLennan Securities by Directors and Executive Officers Policy is filed as Exhibit 19.2 to this Form 10-K.

The information set forth in the sections "Additional Information—Director Compensation" and "Executive Compensation—Compensation of Executive Officers" in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement is incorporated herein by reference.

Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

Consolidated Statements of Shareholders Equity for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

(2.1)[Stock Purchase Agreement, dated as of June 6, 2010, by and between Marsh & McLennan Companies, Inc. and Altegrity, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/62709/000119312510181002/dex21.htm)][added: 2010)](https://www.sec.gov/Archives/edgar/data/62709/000119312510181002/dex21.htm)]

(2.2) [Rule 2.7 Announcement, dated as of September 18, 2018 (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000034/exhibit21rule27announcemen.htm)][added: 2018)](https://www.sec.gov/Archives/edgar/data/62709/000006270918000034/exhibit21rule27announcemen.htm)]

[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. [added: The Company agrees to furnish a copy of any such agreement to the Commission upon request. | | | | | |]

[added: (10.72)[Shareholder Undertaking, dated as of September 18, 2018] (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000006270918000034/exhibit22co-operationagree.htm)][added: 2018)](https://www.sec.gov/Archives/edgar/data/62709/000006270918000034/exhibit101shareholderunder.htm)]

(3.1) [Restated Certificate of Incorporation of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated July 17, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/62709/000006270908000150/ex3-1restatedcertofinc.htm)][added: 2008)](https://www.sec.gov/Archives/edgar/data/62709/000006270908000150/ex3-1restatedcertofinc.htm)]

(3.2) [Amended and Restated By-Laws of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated January 12, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000002/mmcbylawsproxyaccessfinal0.htm)][added: 2017)](https://www.sec.gov/Archives/edgar/data/62709/000006270917000002/mmcbylawsproxyaccessfinal0.htm)]

(4.1)[Indenture dated as of June 14, 1999 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Registration Statement on Form S-3, Registration No. [removed: 333-108566)](http://www.sec.gov/Archives/edgar/data/62709/000095010303001819/sep0303_ex0401.txt)][added: 333-108566)](https://www.sec.gov/Archives/edgar/data/62709/000095010303001819/sep0303_ex0401.txt)]

(4.2) [Third Supplemental Indenture dated as of July 30, 2003 between Marsh & McLennan Companies, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2003)](http://www.sec.gov/Archives/edgar/data/62709/000006270903000120/thirdsupp2003.txt)][added: 2003)](https://www.sec.gov/Archives/edgar/data/62709/000006270903000120/thirdsupp2003.txt)]

(4.3) [Indenture dated as of March 19, 2002 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Registration Statement on Form S-4, Registration No. [removed: 333-87510)](http://www.sec.gov/Archives/edgar/data/62709/000093041302001687/c24217_ex4-1.txt)][added: 333-87510)](https://www.sec.gov/Archives/edgar/data/62709/000093041302001687/c24217_ex4-1.txt)]

(4.4) [Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/62709/000119312511212186/dex41.htm)][added: 2011)](https://www.sec.gov/Archives/edgar/data/62709/000119312511212186/dex41.htm)]

(4.5) [First Supplemental Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/62709/000119312511212186/dex42.htm)][added: 2011)](https://www.sec.gov/Archives/edgar/data/62709/000119312511212186/dex42.htm)]

(4.6) [Form of Third 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 8-K dated September 24, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/62709/000119312513381094/d603826dex41.htm)][added: 2013)](https://www.sec.gov/Archives/edgar/data/62709/000119312511212186/dex42.htm)]

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

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

(4.8) [Form of Fifth 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 8-K dated September 10, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/62709/000119312514337876/d786090dex41.htm)][added: 2014)](https://www.sec.gov/Archives/edgar/data/62709/000119312514337876/d786090dex41.htm)]

(4.9) [Sixth Supplemental Indenture, dated as of March 6, 2015, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (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_41.htm)][added: 2015)](https://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_41.htm)]

(4.10) [Seventh Supplemental Indenture, dated as of September 14, 2015, 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 8-K filed on September 14, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/62709/000119312515319130/d43360dex41.htm)][added: 2015)](https://www.sec.gov/Archives/edgar/data/62709/000119312515319130/d43360dex41.htm)]

(4.11) [Eighth Supplemental Indenture, dated as of March 14, 2016, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 2, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/eighthsupplindentureex_41.htm)][added: 2016)](https://www.sec.gov/Archives/edgar/data/62709/000006270916000051/eighthsupplindentureex_41.htm)]

(4.12) [Ninth Supplemental Indenture, dated as of January 12, 2017, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 24, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000008/mmc12312016ex_413.htm)][added: 2017)](https://www.sec.gov/Archives/edgar/data/62709/000006270917000008/mmc12312016ex_413.htm)]

(4.13) [Tenth Supplemental Indenture, dated as of March 1, 2018, 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 8-K filed on March 1, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/62709/000119312518065552/d538731dex41.htm)][added: 2018)](https://www.sec.gov/Archives/edgar/data/62709/000119312518065552/d538731dex41.htm)]

(4.14) [Eleventh Supplemental Indenture, dated January 15, 2019, 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 8-K filed on January 15, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000119312519009423/d683916dex41.htm)][added: 2019)](https://www.sec.gov/Archives/edgar/data/62709/000119312519009423/d683916dex41.htm)]

(4.15) [Twelfth Supplemental Indenture, dated March 21, 2019, 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 8-K filed on March 21, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/62709/000119312519081489/d723878dex41.htm)][added: 2019)](https://www.sec.gov/Archives/edgar/data/62709/000119312519081489/d723878dex41.htm)]

(4.19) [removed: [Sixteenth](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm) [Supplemental] [added: [Sixteenth Supplemental] Indenture, [removed: dated](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm) [March 9, 2023](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm)[,] [added: dated Ma](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm)[rch 9](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm)[, 2023,] 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 8-K [removed: dated](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm) [March] [added: dated March] 9, [removed: 2023](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm)][added: 2023)](https://www.sec.gov/Archives/edgar/data/62709/000119312523066105/d357357dex41.htm)]

(4.20) [removed: [Seventeenth](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)] [added: [Seventeenth](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)] [Supplemental Indenture, [removed: dated](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)] [added: dated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)] [September [removed: 11](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)[,] [added: 11](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)[, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)[,] 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 8-K [removed: dated](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm) [September] [added: dated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm) [Septe](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)[mb](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)[er] 11, [removed: 2023](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000119312523232457/d507941dex41.htm)][added: 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)[)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312523232457/d507941d8k.htm)]

[removed: (4.21)] [added: (4.24)] [Description of Marsh & McLennan Companies, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000010/mmc12312019ex416.htm)

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

(10.2)[*Marsh & McLennan Companies, Inc. U.S. Employee 1997 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/62709/0001047469-98-011599.txt)][added: 1997)](https://www.sec.gov/Archives/edgar/data/62709/0001047469-98-011599.txt)]

(10.3)[*Marsh & McLennan Companies, Inc. U.S. Employee 1998 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 1998)](http://www.sec.gov/Archives/edgar/data/62709/0001047469-99-012741.txt)][added: 1998)](https://www.sec.gov/Archives/edgar/data/62709/0001047469-99-012741.txt)]

(10.4)[*Marsh & McLennan Companies, Inc. 2000 Senior Executive 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: 1999)](http://www.sec.gov/Archives/edgar/data/62709/000091205700014263/0000912057-00-014263.txt)][added: 1999](https://www.sec.gov/Archives/edgar/data/62709/000091205700014263/0000912057-00-014263.txt)[)](https://www.sec.gov/Archives/edgar/data/62709/000091205700014263/0000912057-00-014263.txt)]

(10.5)[*Amendments to Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2005)](http://www.sec.gov/Archives/edgar/data/62709/000116923205003977/dexhibit10-12q05.htm)][added: 2005)](https://www.sec.gov/Archives/edgar/data/62709/000116923205003977/dexhibit10-12q05.htm)]

(10.6)[*Form of [removed: 2014] [added: 2015] Long-term Incentive Award 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: 2014)](http://www.sec.gov/Archives/edgar/data/62709/000006270914000013/mmc0331201410qex_101.htm)][added: 2015)](https://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_103.htm)]

(10.7)[*Form of [removed: 2015] [added: 2016] Long-term Incentive Award 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: 2015)](http://www.sec.gov/Archives/edgar/data/62709/000006270915000010/mmc0331201510qex_103.htm)][added: 2016](https://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm)]

[removed: (10.8)[*Form] [added: (10.19)[*Form] of [removed: 2016 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: 2016](http://www.sec.gov/Archives/edgar/data/62709/000006270916000051/formofltiawardex_101.htm))][added: 2020)](https://www.sec.gov/Archives/edgar/data/62709/000006270920000024/formofsoaward2020ex1010.htm)]

(10.9)[*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/ix?doc=/Archives/edgar/data/0000062709/000006270921000015/mmc-20210331.htm)]

[removed: (10.10)[*Form] [added: (10.8)[*Form] of Deferred Stock Unit Award, with grant dates from March 1, 2021 through February 1, 2022, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan [removed: – Cliff Vesting] [added: –](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemarsa.htm) [Cliff](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemarsa.htm) [](https://www.sec.gov/Archives/edgar/data/0000062709/000006270921000015/formofdsuawardunderthemarsa.htm)[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/formofdsuawardunderthemarsa.htm)]

| | | | | | |

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

| | | | | | |

| | | | | | |

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

| | | | | | |

| | | | | | |

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

| | | | | | |

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

(4.21) [Eighteenth](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm) [Supplemental Indenture, dated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm) [February 20, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm)[, 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 8-K dated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm) [Februa](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm)[r](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm)[y 20, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm)[)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524039967/d642841d8k.htm)

(4.22) [Nineteenth Supplemental Indenture, dated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm) [November](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm)[8](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm)[, 2024, 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 8-K dated](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm) [Nov](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm)[ember](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm)[8](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm)[, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000119312524254168/d862477d8k.htm)

(4.23) [Twenti](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)[et](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)[h](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm) [Supplemental Indenture, dated](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm) [December](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm) [1](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)[3](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)[, 202](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)[4](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)[, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc123125ex_423.htm)

| | | | | | |

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

| | | | | | |

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

| | | | | | |

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

| | | | | | |

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

(10.14)[*Form of Deferred Stock Unit Award, with grant dates from March 1, 2024 through February 1, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Cliff Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000006270924000037/mmc-20240331.htm)

(10.15)[*Form of Deferred Stock Unit Award, with grant dates from March 1, 2024 through February 1, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Ratable Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000006270924000037/mmc-20240331.htm)

| | | | | | |

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

| | | | | | |

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

(10.23)[*Form of Stock Option Award, dated as of February 22, 2024, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000062709/000006270924000037/mmc-20240331.htm)

| | | | | | |

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

| | | | | | |

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

(10.38)[*First Amendment to the January 1, 2022 Amended and Restated Marsh & McLennan Companies Supplemental Savings & Investment Plan effective August 1, 2024](https://www.sec.gov/Archives/edgar/data/62709/000006270925000015/mmc12312024ex_1034.htm)

| | | | | | |

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

| | | | | | |

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

| | | | | | |

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

| | | | | | |

The Company agrees to furnish a copy of any such agreement to the Commission upon request.

(2.3) [Co-operation Agreement, dated as of September 18, 2018, by and among Marsh & McLennan Companies, Inc., MMC Treasury Holdings (UK) Limited and Jardine Lloyd Thompson Group plc.

(10.37)[Marsh & McLennan Companies Supplemental Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan) Restatement effective January 1, 2022](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm) [(incorporated by refer](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[ence to the Company's Annual Report on F](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[o](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[rm 10](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[\-K for the year ended Decem](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[b](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[er 31, 2022](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)[)](https://www.sec.gov/Archives/edgar/data/62709/000006270923000014/mmc12312022ex_1054.htm)

(10.40)[*Second Amendment to the Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated effective January 1, 2012 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)](http://www.sec.gov/Archives/edgar/data/62709/000006270917000008/mmc12312016ex_1038.htm)

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

(10.59)[*Letter Agreement, effective as of July 5, 2017, between Marsh & McLennan Companies, Inc. and John Q.

(10.60)[*Non-Competition and Non-Solicitation Agreement, dated as of February 25, 2016, between Marsh & McLennan Companies, Inc. and John Q.

(10.61)[*Letter Agreement, effective as of January 15, 2020, between Marsh & McLennan Companies, Inc. and John Q.

(10.63)[*Letter Amendment, dated November 10, 2022, between Marsh & McLennan Companies, Inc. and John Q.

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

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

(14.1)[Code of Ethics for Chief Executive and Senior Financial Officers (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002)](http://www.sec.gov/Archives/edgar/data/62709/000093041303000907/c27369_ex14.txt)

| Dated: | | | February [removed: 12, 2024] [added: 10, 2025] | | | By | | | | | | /S/ JOHN Q. DOYLE | | |

Each person whose signature appears below hereby constitutes and appoints [removed: Courtenay Birchler] [added: Asha Amin] and Connor Kuratek, and each of them singly, such person’s lawful attorneys-in-fact and agents, with full power to them and each of them to sign for such person, in the capacity indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated this [removed: 12th] [added: 10th] day of February, [removed: 2024.][added: 2025.]

| /S/ JOHN Q. DOYLE John Q. Doyle | | | | | | Director, President & Chief Executive Officer | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ MARK C. MCGIVNEY Mark C. McGivney | | | | | | Chief Financial Officer | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ STACY M. MILLS Stacy M. Mills | | | | | | Vice President & Controller (Chief Accounting Officer) | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ ANTHONY K. ANDERSON Anthony K. Anderson | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ OSCAR FANJUL Oscar Fanjul | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ H. EDWARD HANWAY H. Edward Hanway | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ JUDITH HARTMANN Judith Hartmann | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ DEBORAH C. HOPKINS Deborah C. Hopkins | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ TAMARA INGRAM Tamara Ingram | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ JANE H. LUTE Jane H. Lute | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ STEVEN A. MILLS Steven A. Mills | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ MORTON O. SCHAPIRO Morton O. Schapiro | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ LLOYD M. YATES Lloyd M. Yates | | | | | | Director | | | | | | February [removed: 12, 2024] [added: 10, 2025] | | |

| /S/ JAN SIEGMUND Jan Siegmund | | | | | | Director | | | | | | February 10, 2025 | | |

| /S/ BRUCE P. NOLOP Bruce P. Nolop | | | | | | Director | | | | | | February 12, 2024 | | |

| /S/ RAY G. YOUNG Ray G. Young | | | | | | Director | | | | | | February 12, 2024 | | |