Form 8-K - Current report

0000062709false00000627092025-01-302025-01-300000062709mmc:XNYSMember2025-01-302025-01-300000062709mmc:XCHIMember2025-01-302025-01-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)			January 30, 2025

  

Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware			1-5998			36-2668272
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1166 Avenue of the Americas,

New York,

NY

10036

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code

(212)

345-5000

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of exchange on which registered

Common Stock, par value $1.00 per share

MMC

New York Stock Exchange

Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

			Emerging growth company			☐
			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

---

Item 2.02        Results of Operations and Financial Condition

 

    On January 30, 2025, Marsh & McLennan Companies, Inc. issued a press release reporting financial results for the fourth quarter and full year ended December 31, 2024, and announcing that a conference call to discuss such results will be held at 8:30 a.m. Eastern time on January 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. For purposes of Section 18 of the Securities Exchange Act of 1934, the press release is deemed furnished not filed.

Item 9.01        Financial Statements and Exhibits

 

(d)        Exhibits

 

99.1      Press release issued by Marsh & McLennan Companies, Inc. on January 30, 2025.

2

---

SIGNATURES

 

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

			MARSH & McLENNAN COMPANIES, INC.
			By:			/s/ Connor Kuratek
			Name:			Connor Kuratek
			Title:			Deputy General Counsel & Corporate Secretary

 

  

 

Date:      January 30, 2025

3

---

EXHIBIT INDEX

 

 

Exhibit No.           Exhibit

99.1			Press release issued by Marsh & McLennan Companies, Inc. on January 30, 2025.

4

						Marsh McLennan 1166 Avenue of the Americas New York, New York 10036-2774 212 345 5000 www.marshmclennan.com

News release									Exhibit 99.1

Marsh McLennan reports strong fourth quarter and full-year 2024 results

•Full-Year Revenue Growth of 8%; Underlying Revenue Growth of 7%

•Full-Year GAAP Operating Income Increases 10%; Adjusted Operating Income Increases 11%

•Full-Year GAAP EPS of $8.18; Adjusted EPS Increases 10% to $8.80

•Fourth Quarter GAAP EPS of $1.59; Adjusted EPS Increases 11% to $1.87

NEW YORK, January 30, 2025 – Marsh McLennan (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the fourth quarter and year ended December 31, 2024.

John Doyle, President and CEO, said: "Our fourth quarter results capped a terrific year for Marsh McLennan. We delivered on our strategic objectives, generated excellent financial performance, and had the largest year of acquisitions in our history. For the full year, we generated 7% underlying revenue growth, 10% adjusted EPS growth and 80 basis points of adjusted margin expansion, marking our 17th consecutive year of reported margin expansion."

"We are well positioned for another strong year in 2025, reflecting our unique capabilities and the enduring value we bring to clients."

Consolidated Results

Consolidated revenue in the fourth quarter of 2024 was $6.1 billion, an increase of 9% compared with the fourth quarter of 2023, or 7% on an underlying basis. Operating income was $1.1 billion. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 9% to $1.3 billion. Net income attributable to the Company was $788 million. Earnings per share increased 5% to $1.59. Adjusted earnings per share increased 11% to $1.87 and included a benefit of 5 cents per share from favorable discrete tax items, as well as a headwind of 2 cents per share from foreign exchange.

1

---

For the full year 2024, revenue was $24.5 billion, an increase of 8% compared with 2023, or 7% on an underlying basis. Operating income was $5.8 billion, and adjusted operating income rose 11% to $6.2 billion. Net income attributable to the Company was $4.1 billion. Earnings per share increased 9% to $8.18. Adjusted earnings per share increased 10% to $8.80.

Risk & Insurance Services

Risk & Insurance Services revenue was $3.6 billion in the fourth quarter of 2024, an increase of 11%, or 8% on an underlying basis. Operating income was $770 million. Adjusted operating income increased 13% to $893 million. For the year 2024, revenue was $15.4 billion, an increase of 9% compared with 2023, or 8% on an underlying basis. Operating income was $4.4 billion. Adjusted operating income rose 13% to $4.6 billion.

Marsh's revenue in the fourth quarter of 2024 was $3.3 billion, an increase of 15%, or 8% on an underlying basis. In U.S./Canada, underlying revenue rose 8%. International operations produced underlying revenue growth of 9%, including 13% in Latin America, 9% in EMEA, and 6% in Asia Pacific. For the year 2024, Marsh’s revenue growth was 10% compared to a year ago, or 7% on an underlying basis.

Guy Carpenter's fourth quarter revenue was $201 million, a decrease of 20%, or an increase of 7% on an underlying basis. For the year 2024, Guy Carpenter’s revenue grew 5% compared to a year ago, or 8% on an underlying basis.

Consulting

Consulting revenue was $2.4 billion in the fourth quarter of 2024, an increase of 6% on both a GAAP and underlying basis. Operating income was $466 million. Adjusted operating income increased 1% to $484 million. For the year 2024, revenue was $9.1 billion, an increase of 5% compared with 2023, or 6% on an underlying basis. Operating income was $1.8 billion. Adjusted operating income increased 6% to $1.8 billion.

Mercer’s revenue was $1.5 billion in the fourth quarter of 2024, an increase of 3%, or 5% on an underlying basis. Wealth revenue increased 4% on an underlying basis, Health revenue increased 5% on an underlying basis, and Career revenue increased 7% on an underlying basis. For the year 2024, Mercer’s revenue increased 3%, or 5% on an underlying basis.

Oliver Wyman’s revenue was $954 million in the fourth quarter of 2024, an increase of 11%, or 7% on an underlying basis. For the year 2024, Oliver Wyman’s revenue was $3.4 billion, an increase of 9%, or 6% on an underlying basis.

Other Items

The Company repurchased 4.3 million shares for $900 million in 2024.

On November 15, 2024, the Company completed the acquisition of McGriff Insurance Services, LLC ("McGriff"), a leading provider of insurance broking and risk management services in the United States, for $7.75 billion in cash consideration. As part of funding for the transaction, the Company issued $7.25 billion of senior notes on November 8, 2024.

2

---

Conference Call

A conference call to discuss fourth quarter 2024 results will be held today at 8:30 a.m. Eastern time. The live audio webcast may be accessed at marshmclennan.com. A replay of the webcast will be available approximately two hours after the event. The webcast is listen-only. Those interested in participating in the question-and-answer session may register here to receive the dial-in numbers and unique PIN to access the call.

About Marsh McLennan

Marsh McLennan (NYSE: MMC) is a global leader in risk, strategy and people, advising clients in 130 countries across four businesses: Marsh, Guy Carpenter, Mercer and Oliver Wyman. With annual revenue of over $24 billion and more than 90,000 colleagues, Marsh McLennan helps build the confidence to thrive through the power of perspective. For more information, visit marshmclennan.com, follow us on LinkedIn and X.

3

---

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would".

Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

•the impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from multiple major wars and global conflicts, slower GDP growth or recession, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates;

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

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

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

•our ability to attract, retain and develop industry leading talent;

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

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

•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 challenges from tax authorities in the current global tax environment;

•the regulatory, contractual and reputational risks that arise based on insurance placement activities and insurer revenue streams;

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

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

The factors identified above are not exhaustive. Marsh McLennan and its subsidiaries (collectively, the "Company") operate in a dynamic business environment in which new risks emerge frequently. Accordingly, we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

Further information concerning Marsh McLennan and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K.

4

---

Marsh & McLennan Companies, Inc.

Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)

						Three Months Ended December 31,												Twelve Months Ended December 31,
						2024						2023						2024						2023
Revenue						$	6,067					$	5,554					$	24,458					$	22,736
Expense:
Compensation and benefits						3,630						3,268						13,996						13,099
Other operating expenses						1,295						1,183						4,645						4,355
Operating expenses						4,925						4,451						18,641						17,454
Operating income						1,142						1,103						5,817						5,282
Other net benefit credits						67						59						268						239
Interest income						22						38						83						78
Interest expense						(231)						(151)						(700)						(578)
Investment income (loss)						9						(1)						12						5
Income before income taxes						1,009						1,048						5,480						5,026
Income tax expense						208						283						1,363						1,224
Net income before non-controlling interests						801						765						4,117						3,802
Less: Net income attributable to non-controlling interests						13						9						57						46
Net income attributable to the Company						$	788					$	756					$	4,060					$	3,756
Net income per share attributable to the Company:
- Basic						$	1.60					$	1.53					$	8.26					$	7.60
- Diluted						$	1.59					$	1.52					$	8.18					$	7.53
Average number of shares outstanding:
- Basic						491						493						492						494
- Diluted						496						498						496						499
Shares outstanding at December 31						491						492						491						492

5

---

Marsh & McLennan Companies, Inc.

Supplemental Information - Revenue Analysis

Three Months Ended December 31

(Millions) (Unaudited)

The Company advises clients in 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue. Non-GAAP underlying revenue measures the change in revenue from one period to the next by isolating these impacts.

																																				Components of Revenue Change*
						Three Months Ended December 31,												% Change GAAP Revenue*																		Currency Impact						Acquisitions/ Dispositions/ Other Impact**						Non-GAAP Underlying Revenue
						2024						2023
Risk and Insurance Services
Marsh						$	3,334					$	2,896					15		%																(1)		%				8		%				8		%
Guy Carpenter (a)						201						252						(20)		%																(1)		%				(25)		%				7		%
Subtotal						3,535						3,148						12		%																(1)		%				5		%				8		%
Fiduciary Interest Income						112						123
Total Risk and Insurance Services						3,647						3,271						11		%																(1)		%				5		%				8		%
Consulting
Mercer						1,487						1,444						3		%																—						(1)		%				5		%
Oliver Wyman Group (b)						954						856						11		%																—						5		%				7		%
Total Consulting						2,441						2,300						6		%																—						1		%				6		%
Corporate Eliminations						(21)						(17)
Total Revenue						$	6,067					$	5,554					9		%																(1)		%				3		%				7		%

Revenue Details

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

																																				Components of Revenue Change*
						Three Months Ended December 31,												% Change GAAP Revenue*																		Currency Impact						Acquisitions/ Dispositions/ Other Impact**						Non-GAAP Underlying Revenue
						2024						2023
Marsh:
EMEA						$	846					$	780					9		%																—						(1)		%				9		%
Asia Pacific						345						315						9		%																—						4		%				6		%
Latin America						179						173						3		%																(12)		%				2		%				13		%
Total International						1,370						1,268						8		%																(2)		%				1		%				9		%
U.S./Canada						1,964						1,628						21		%																—						13		%				8		%
Total Marsh						$	3,334					$	2,896					15		%																(1)		%				8		%				8		%
Mercer:
Wealth						$	675					$	654					4		%																—						(1)		%				4		%
Health						495						502						(1)		%																(1)		%				(4)		%				5		%
Career						317						288						10		%																(1)		%				4		%				7		%
Total Mercer						$	1,487					$	1,444					3		%																—						(1)		%				5		%

(a)Acquisitions, dispositions, and other in 2023 includes a gain from a legal settlement with a competitor, excluding legal fees. (b)Acquisitions, dispositions, and other in 2024 includes a gain from the sale of a business in Oliver Wyman Group.
* Rounded to whole percentages. Components of revenue may not add due to rounding. ** Acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables included in this release.

6

---

Marsh & McLennan Companies, Inc.

Supplemental Information - Revenue Analysis

Twelve Months Ended December 31

(Millions) (Unaudited)

The Company advises clients in 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue. Non-GAAP underlying revenue measures the change in revenue from one period to the next by isolating these impacts.

																								Components of Revenue Change*
						Twelve Months Ended December 31,												% Change GAAP Revenue*						Currency Impact						Acquisitions/ Dispositions/ Other Impact**						Non-GAAP Underlying Revenue
						2024						2023
Risk and Insurance Services
Marsh						$	12,536					$	11,378					10		%				(1)		%				3		%				7		%
Guy Carpenter (a)						2,362						2,258						5		%				—						(3)		%				8		%
Subtotal						14,898						13,636						9		%				(1)		%				2		%				8		%
Fiduciary Interest Income						497						453
Total Risk and Insurance Services						15,395						14,089						9		%				(1)		%				2		%				8		%
Consulting
Mercer (b)						5,743						5,587						3		%				(1)		%				(2)		%				5		%
Oliver Wyman Group (c)						3,390						3,122						9		%				—						3		%				6		%
Total Consulting						9,133						8,709						5		%				—						—						6		%
Corporate Eliminations						(70)						(62)
Total Revenue						$	24,458					$	22,736					8		%				—						1		%				7		%

Revenue Details

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

																								Components of Revenue Change*
						Twelve Months Ended December 31,												% Change GAAP Revenue*						Currency Impact						Acquisitions/ Dispositions/ Other Impact**						Non-GAAP Underlying Revenue
						2024						2023
Marsh:
EMEA						$	3,530					$	3,262					8		%				—						—						8		%
Asia Pacific						1,414						1,295						9		%				(2)		%				5		%				6		%
Latin America						575						559						3		%				(9)		%				2		%				10		%
Total International						5,519						5,116						8		%				(1)		%				1		%				8		%
U.S./Canada						7,017						6,262						12		%				—						5		%				7		%
Total Marsh						$	12,536					$	11,378					10		%				(1)		%				3		%				7		%
Mercer:
Wealth (b)						$	2,584					$	2,507					3		%				—						(1)		%				4		%
Health (b)						2,100						2,061						2		%				(1)		%				(5)		%				8		%
Career						1,059						1,019						4		%				(2)		%				2		%				4		%
Total Mercer						$	5,743					$	5,587					3		%				(1)		%				(2)		%				5		%

(a)Acquisitions, dispositions, and other in 2023 includes a gain from a legal settlement with a competitor, excluding legal fees. (b)Acquisitions, dispositions, and other in 2024 includes a net gain from the sale of the U.K. pension administration and U.S. health and benefits administration businesses, that comprised of a gain in Wealth, offset by a loss in Health. (c)Acquisitions, dispositions, and other in 2024 includes a gain from the sale of a business in Oliver Wyman Group.
* Rounded to whole percentages. Components of revenue may not add due to rounding. ** Acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables included in this release.

7

---

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Three Months Ended December 31

(Millions) (Unaudited)

Overview
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (referred to in this release as in accordance with "GAAP" or "reported" results). The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G and item 10(e) Regulation S-K in accordance with the Securities Exchange Act of 1934. These measures are: non-GAAP revenue, adjusted operating income (loss), adjusted operating margin, adjusted income, net of tax and adjusted earnings per share (EPS). The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP in the following tables.
The Company believes these non-GAAP financial measures provide useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses these measures internally to assess the operating performance of its businesses and to decide how to allocate resources. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measures include adjustments that reflect how management views its businesses, and may differ from similarly titled non-GAAP measures presented by other companies.
Adjusted Operating Income (Loss) and Adjusted Operating Margin
Adjusted operating income (loss) is calculated by excluding the impact of certain noteworthy items from the Company's GAAP operating income (loss). The following tables identify these noteworthy items and reconcile adjusted operating income (loss) to GAAP operating income (loss), on a consolidated and reportable segment basis, for the three and twelve months ended December 31, 2024 and 2023. The following tables also present adjusted operating margin. For the three and twelve months ended December 31, 2024 and 2023, adjusted operating margin is calculated by dividing the sum of adjusted operating income and identified intangible asset amortization by consolidated or segment adjusted revenue. The Company's adjusted revenue used in the determination of adjusted operating margin is calculated by excluding the impact of certain noteworthy items from the Company's GAAP revenue.

						Risk & Insurance Services						Consulting						Corporate/ Eliminations						Total
Three Months Ended December 31, 2024
Operating income (loss)						$	770					$	466					$	(94)					$	1,142
Operating margin						21.1		%				19.1		%				N/A						18.8		%
Add (deduct) impact of noteworthy items:
Restructuring (a)						75						49						12						136
Changes in contingent consideration						(8)						2						—						(6)
McGriff acquisition and retention related costs						58						—						1						59
Acquisition related costs						1						1						—						2
Disposal of businesses (b)						—						(34)						—						(34)
Other						(3)						—						—						(3)
Operating income adjustments						123						18						13						154
Adjusted operating income (loss)						$	893					$	484					$	(81)					$	1,296
Total identified intangible amortization expense						$	93					$	15					$	—					$	108
Adjusted operating margin						27.0		%				20.7		%				N/A						23.3		%
Three Months Ended December 31, 2023
Operating income (loss)						$	753					$	443					$	(93)					$	1,103
Operating margin						23.0		%				19.2		%				N/A						19.9		%
Add (deduct) impact of noteworthy items:
Restructuring (a)						88						29						14						131
Changes in contingent consideration						7						1						—						8
Acquisition and related costs						—						7						—						7
Legal claims (c)						(58)						—						—						(58)
Other						1						—						1						2
Operating income adjustments						38						37						15						90
Adjusted operating income (loss)						$	791					$	480					$	(78)					$	1,193
Total identified intangible amortization expense						$	76					$	10					$	—					$	86
Adjusted operating margin						27.0		%				21.3		%				N/A						23.3		%
(a)Costs primarily includes severance and lease exit charges for activities focused on workforce actions, rationalization of technology and functional resources, and reductions in real estate. (b)Primarily gain on sale of a business in Oliver Wyman Group. The amounts are included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin. (c)Reflects a legal settlement with a competitor, excluding legal fees. The amount is included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin.

8

---

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Twelve Months Ended December 31

Millions (Unaudited)

						Risk & Insurance Services						Consulting						Corporate/ Eliminations						Total
Twelve Months Ended December 31, 2024
Operating income (loss)						$	4,365					$	1,770					$	(318)					$	5,817
Operating margin						28.4		%				19.4		%				N/A						23.8		%
Add (deduct) impact of noteworthy items:
Restructuring (a)						148						79						49						276
Changes in contingent consideration						9						6						—						15
McGriff acquisition and retention related costs						60						—						3						63
Acquisition and disposition related costs (b)						26						32						—						58
Disposal of businesses (c)						—						(55)						—						(55)
Other						(3)						—						—						(3)
Operating income adjustments						240						62						52						354
Adjusted operating income (loss)						$	4,605					$	1,832					$	(266)					$	6,171
Total identified intangible amortization expense						$	326					$	51					$	—					$	377
Adjusted operating margin						32.0		%				20.7		%				N/A						26.8		%
Twelve Months Ended December 31, 2023
Operating income (loss)						$	3,945					$	1,666					$	(329)					$	5,282
Operating margin						28.0		%				19.1		%				N/A						23.2		%
Add (deduct) impact of noteworthy items:
Restructuring (a)						177						62						62						301
Changes in contingent consideration						27						2						—						29
Acquisition and disposition related costs (b)						—						39						—						39
Disposal of businesses						—						17						—						17
JLT legacy legal charges (d)						—						(51)						—						(51)
Legal claims (e)						(58)						—						—						(58)
Other						2						1						1						4
Operating income adjustments						148						70						63						281
Adjusted operating income (loss)						$	4,093					$	1,736					$	(266)					$	5,563
Total identified intangible amortization expense						$	297					$	46					$	—					$	343
Adjusted operating margin						31.3		%				20.4		%				N/A						26.0		%
(a)Costs primarily includes severance and lease exit charges for activities focused on workforce actions, rationalization of technology and functional resources, and reductions in real estate. (b)Primarily reflects exit costs for the disposition of the Mercer U.K. pension administration and U.S. health and benefits administration businesses and one-time acquisition related retention costs. Amounts in 2023 include integration costs related to the Westpac superannuation fund transaction. (c)Net gain on sale of the Mercer U.K. pension administration and U.S. health and benefits administration businesses and sale of a business in Oliver Wyman Group. These amounts are included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin. (d)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. (e)Reflects a legal settlement with a competitor, excluding legal fees. The amount is included in revenue in the consolidated statements of income and excluded from non-GAAP revenue and adjusted revenue used in the calculation of adjusted operating margin.

9

---

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Three and Twelve Months Ended December 31

(In millions, except per share data)

(Unaudited)

Adjusted income, net of tax is calculated as the Company's GAAP income from continuing operations, adjusted to reflect the after tax impact of the operating income adjustments in the preceding tables and the additional items listed below. Adjusted EPS is calculated by dividing the Company’s adjusted income, net of tax, by the average number of shares outstanding-diluted for the relevant period. The following tables reconcile adjusted income, net of tax to GAAP income from continuing operations and adjusted EPS to GAAP EPS for the three and twelve months ended December 31, 2024 and 2023.

						Three Months Ended December 31, 2024																		Three Months Ended December 31, 2023
						Amount												Adjusted EPS						Amount												Adjusted EPS
Net income before non-controlling interests, as reported												$	801																	$	765
Less: Non-controlling interest, net of tax												13																		9
Subtotal												$	788					$	1.59											$	756					$	1.52
Operating income adjustments						$	154																	$	90
Investments adjustment						—																		—
Pension settlement adjustment						1																		—
Financing costs (a)						26																		—
Income tax effect of adjustments (b)						(42)																		(8)
												139						0.28												82						0.16
Adjusted income, net of tax												$	927					$	1.87											$	838					$	1.68
						Twelve Months Ended December 31, 2024																		Twelve Months Ended December 31, 2023
						Amount												Adjusted EPS						Amount												Adjusted EPS
Net income before non-controlling interests, as reported												$	4,117																	$	3,802
Less: Non-controlling interest, net of tax												57																		46
Subtotal												$	4,060					$	8.18											$	3,756					$	7.53
Operating income adjustments						$	354																	$	281
Investments adjustment						(2)																		2
Pension settlement adjustment						3																		—
Financing costs (a)						26																		—
Income tax effect of adjustments (b)						(72)																		(53)
												309						0.62												230						0.46
Adjusted income, net of tax												$	4,369					$	8.80											$	3,986					$	7.99
(a)Primarily reflects amortization of bridge financing fees related to the acquisition of McGriff. (b)For items with an income tax impact, the tax effect was calculated using an effective tax rate based on the tax jurisdiction for each item.

10

---

Marsh & McLennan Companies, Inc.

Supplemental Information

Three and Twelve Months Ended December 31

(Millions) (Unaudited)

						Three Months Ended December 31,												Twelve Months Ended December 31,
						2024						2023						2024						2023
Consolidated
Compensation and benefits						$	3,630					$	3,268					$	13,996					$	13,099
Other operating expenses						1,295						1,183						4,645						4,355
Total expenses						$	4,925					$	4,451					$	18,641					$	17,454
Depreciation and amortization expense						$	93					$	100					$	369					$	370
Identified intangible amortization expense						108						86						377						343
Total						$	201					$	186					$	746					$	713
Risk and Insurance Services
Compensation and benefits						$	2,178					$	1,868					$	8,499					$	7,702
Other operating expenses						699						650						2,531						2,442
Total expenses						$	2,877					$	2,518					$	11,030					$	10,144
Depreciation and amortization expense						$	52					$	55					$	192					$	190
Identified intangible amortization expense						93						76						326						297
Total						$	145					$	131					$	518					$	487
Consulting
Compensation and benefits						$	1,421					$	1,362					$	5,358					$	5,249
Other operating expenses						554						495						2,005						1,794
Total expenses						$	1,975					$	1,857					$	7,363					$	7,043
Depreciation and amortization expense						$	26					$	28					$	114					$	106
Identified intangible amortization expense						15						10						51						46
Total						$	41					$	38					$	165					$	152

11

---

Marsh & McLennan Companies, Inc.

Consolidated Balance Sheets

(Millions) (Unaudited)

						December 31, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents						$	2,398					$	3,358
Cash and cash equivalents held in a fiduciary capacity						11,276						10,794
Net receivables						7,156						6,418
Other current assets						1,287						1,178
Total current assets						22,117						21,748
Goodwill and intangible assets						28,126						19,861
Fixed assets, net						859						882
Pension related assets						1,914						2,051
Right of use assets						1,498						1,541
Deferred tax assets						237						357
Other assets						1,730						1,590
TOTAL ASSETS						$	56,481					$	48,030
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt						$	519					$	1,619
Accounts payable and accrued liabilities						3,402						3,403
Accrued compensation and employee benefits						3,620						3,346
Current lease liabilities						325						312
Accrued income taxes						376						321
Fiduciary liabilities						11,276						10,794
Total current liabilities						19,518						19,795
Long-term debt						19,428						11,844
Pension, post-retirement and post-employment benefits						840						779
Long-term lease liabilities						1,590						1,661
Liabilities for errors and omissions						305						314
Other liabilities						1,265						1,267
Total equity						13,535						12,370
TOTAL LIABILITIES AND EQUITY						$	56,481					$	48,030

12

---

Marsh & McLennan Companies, Inc.

Consolidated Statements of Cash Flows

(Millions) (Unaudited)

						For the Years Ended December 31,
						2024						2023
Operating cash flows:
Net income before non-controlling interests						$	4,117					$	3,802
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization						746						713
Non-cash lease expense						280						288
Share-based compensation expense						368						363
Dispositions, changes to contingent consideration and net gain on investments						(134)						—
Changes in assets and liabilities:
Accrued compensation and employee benefits						92						195
Provision for taxes, net of payments and refunds						123						105
Net receivables						(467)						(467)
Other changes to assets and liabilities						(162)						(90)
Contributions to pension and other benefit plans in excess of current year credit						(352)						(335)
Operating lease liabilities						(309)						(316)
Net cash provided by operations						4,302						4,258
Financing cash flows:
Purchase of treasury shares						(900)						(1,150)
Proceeds from issuance of debt						8,170						2,169
Repayments of debt						(1,617)						(266)
Payment of bridge loan commitment fees						(23)						—
Net issuance of common stock from treasury shares						84						51
Net distributions from non-controlling interests and deferred/contingent consideration						(157)						(370)
Dividends paid						(1,513)						(1,298)
Change in fiduciary liabilities						411						(255)
Net cash provided by (used for) financing activities						4,455						(1,119)
Investing cash flows:
Capital expenditures						(316)						(416)
Net purchases of long-term investments and other						(107)						(46)
Sales of long-term investments						55						38
Dispositions						89						(17)
Acquisitions, net of cash and cash held in a fiduciary capacity acquired						(8,542)						(976)
Net cash used for investing activities						(8,821)						(1,417)
Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity						(414)						328
Decrease in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity						(478)						2,050
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of year						14,152						12,102
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of year						$	13,674					$	14,152

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets
Balance at December 31,						2024						2023
(In millions)
Cash and cash equivalents						$	2,398					$	3,358
Cash and cash equivalents held in a fiduciary capacity						11,276						10,794
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity						$	13,674					$	14,152

13

---

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Three Months Ended December 31

(Millions) (Unaudited)

Non-GAAP revenue isolates the impact of foreign exchange rate movements and certain transaction-related items from the current period GAAP revenue. The non-GAAP revenue measure is presented on a constant currency basis, excluding the impact of foreign currency fluctuations. The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue and are consistently excluded from current and prior period GAAP revenues for comparability purposes. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.

The following table provides the reconciliation of GAAP revenue to non-GAAP revenue:

						2024																								2023
Three Months Ended December 31,						GAAP Revenue						Currency Impact						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue						GAAP Revenue						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue
Risk and Insurance Services
Marsh						$	3,334					$	23					$	(220)					$	3,137					$	2,896					$	(1)					$	2,895
Guy Carpenter (a)						201						2						5						208						252						(58)						194
Subtotal						3,535						25						(215)						3,345						3,148						(59)						3,089
Fiduciary Interest Income						112						—						(3)						109						123						—						123
Total Risk and Insurance Services						3,647						25						(218)						3,454						3,271						(59)						3,212
Consulting
Mercer						1,487						7						(74)						1,420						1,444						(90)						1,354
Oliver Wyman Group (b)						954						(2)						(41)						911						856						(1)						855
Total Consulting						2,441						5						(115)						2,331						2,300						(91)						2,209
Corporate Eliminations						(21)						—						—						(21)						(17)						—						(17)
Total Revenue						$	6,067					$	30					$	(333)					$	5,764					$	5,554					$	(150)					$	5,404

Revenue Details

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

						2024																								2023
Three Months Ended December 31,						GAAP Revenue						Currency Impact						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue						GAAP Revenue						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue
Marsh:
EMEA						$	846					$	—					$	4					$	850					$	780					$	(1)					$	779
Asia Pacific						345						—						(12)						333						315						—						315
Latin America						179						20						(3)						196						173						—						173
Total International						1,370						20						(11)						1,379						1,268						(1)						1,267
U.S./Canada						1,964						3						(209)						1,758						1,628						—						1,628
Total Marsh						$	3,334					$	23					$	(220)					$	3,137					$	2,896					$	(1)					$	2,895
Mercer:
Wealth						$	675					$	(2)					$	(46)					$	627					$	654					$	(52)					$	602
Health						495						6						(16)						485						502						(38)						464
Career						317						3						(12)						308						288						—						288
Total Mercer						$	1,487					$	7					$	(74)					$	1,420					$	1,444					$	(90)					$	1,354
(a)Acquisitions, dispositions, and other in 2023 includes a gain from a legal settlement with a competitor of $58 million, excluding legal fees. (b)Acquisitions, dispositions, and other in 2024 includes a gain of $20 million from the sale of a business in Oliver Wyman Group.
Note: Amounts in the tables above are rounded to whole numbers.

14

---

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Twelve Months Ended December 31

(Millions) (Unaudited)

The following table provides the reconciliation of GAAP revenue to Non-GAAP revenue:

						2024																								2023
Twelve Months Ended December 31,						GAAP Revenue						Currency Impact						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue						GAAP Revenue						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue
Risk and Insurance Services
Marsh						$	12,536					$	73					$	(391)					$	12,218					$	11,378					$	(3)					$	11,375
Guy Carpenter (a)						2,362						7						2						2,371						2,258						(70)						2,188
Subtotal						14,898						80						(389)						14,589						13,636						(73)						13,563
Fiduciary Interest Income						497						1						(5)						493						453						—						453
Total Risk and Insurance Services						15,395						81						(394)						15,082						14,089						(73)						14,016
Consulting
Mercer (b)						5,743						37						(151)						5,629						5,587						(249)						5,338
Oliver Wyman Group (c)						3,390						(5)						(91)						3,294						3,122						(2)						3,120
Total Consulting						9,133						32						(242)						8,923						8,709						(251)						8,458
Corporate Eliminations						(70)						—						—						(70)						(62)						—						(62)
Total Revenue						$	24,458					$	113					$	(636)					$	23,935					$	22,736					$	(324)					$	22,412

Revenue Details

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

						2024																								2023
Twelve Months Ended December 31,						GAAP Revenue						Currency Impact						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue						GAAP Revenue						Acquisitions/ Dispositions/ Other Impact						Non-GAAP Revenue
Marsh:
EMEA						$	3,530					$	(10)					$	1					$	3,521					$	3,262					$	(3)					$	3,259
Asia Pacific						1,414						25						(66)						1,373						1,295						—						1,295
Latin America						575						51						(13)						613						559						—						559
Total International						5,519						66						(78)						5,507						5,116						(3)						5,113
U.S./Canada						7,017						7						(313)						6,711						6,262						—						6,262
Total Marsh						$	12,536					$	73					$	(391)					$	12,218					$	11,378					$	(3)					$	11,375
Mercer:
Wealth (b)						$	2,584					$	—					$	(129)					$	2,455					$	2,507					$	(146)					$	2,361
Health (b)						2,100						20						(5)						2,115						2,061						(103)						1,958
Career						1,059						17						(17)						1,059						1,019						—						1,019
Total Mercer						$	5,743					$	37					$	(151)					$	5,629					$	5,587					$	(249)					$	5,338
(a)Acquisitions, dispositions, and other in 2023 includes a gain from a legal settlement with a competitor of $58 million, excluding legal fees. (b)Acquisitions, dispositions, and other 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. (c)Acquisitions, dispositions, and other in 2024 includes a gain of $20 million from the sale of a business in Oliver Wyman Group.
Note: Amounts in the tables above are rounded to whole numbers.

15

---

Marsh & McLennan Companies, Inc.

Reconciliation of Non-GAAP Measures

Three Months and Twelve Months Ended

(In millions, except per share data)

(Unaudited)

Starting with the first quarter of 2025, the Company will change its methodology to report adjusted net income and adjusted EPS to exclude the impact of intangible amortization and other net benefit credits.

The Company believes these non-GAAP financial measures provide useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses these measures internally to assess the operating performance of its businesses and to decide how to allocate resources. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measures include adjustments that reflect how management views its businesses, and may differ from similarly titled non-GAAP measures presented by other companies.

The following tables reconcile the adjusted income, net of tax and adjusted EPS for the full year and each quarter ended for 2024 and 2023, as previously reported, to the new reporting methodology, to provide comparability of results period over period:

			Three Months Ended																																																Twelve Months Ended
			March 31, 2024												June 30, 2024												September 30, 2024												December 31, 2024												December 31, 2024
			Amount						Adjusted EPS						Amount						Adjusted EPS						Amount						Adjusted EPS						Amount						Adjusted EPS						Amount						Adjusted EPS
Adjusted income, net of tax, as previously reported			$	1,438					$	2.89					$	1,194					$	2.41					$	810					$	1.63					$	927					$	1.87					$	4,369					$	8.80
Total identified intangible amortization expense			$	90											$	89											$	90											$	108											$	377
Other net benefit credits (a)			(68)												(67)												(68)												(68)												(271)
Income tax effect of above adjustments (b)			(7)												(6)												(7)												(12)												(32)
			15						0.03						16						0.03						15						0.03						28						0.06						74						0.15
Adjusted income, excluding impact of above adjustments, net of tax			$	1,453					$	2.92					$	1,210					$	2.44					$	825					$	1.66					$	955					$	1.93					$	4,443					$	8.95
			Three Months Ended																																																Twelve Months Ended
			March 31, 2023												June 30, 2023												September 30, 2023												December 31, 2023												December 31, 2023
			Amount						Adjusted EPS						Amount						Adjusted EPS						Amount						Adjusted EPS						Amount						Adjusted EPS						Amount						Adjusted EPS
Adjusted income, net of tax, as previously reported			$	1,266					$	2.53					$	1,100					$	2.20					$	782					$	1.57					$	838					$	1.68					$	3,986					$	7.99
Total identified intangible amortization expense			$	85											$	87											$	85											$	86											$	343
Other net benefit credits (a)			(58)												(60)												(62)												(59)												(239)
Income tax effect of above adjustments (b)			(8)												(8)												(7)												(8)												(31)
			19						0.04						19						0.04						16						0.03						19						0.04						73						0.15
Adjusted income, excluding impact of above adjustments, net of tax			$	1,285					$	2.57					$	1,119					$	2.24					$	798					$	1.60					$	857					$	1.72					$	4,059					$	8.14
(a)Other net benefit credits excludes pension settlement adjustments included in adjusted income, net of tax, as previously reported. (b)For items with an income tax impact, the tax effect was calculated using an effective tax rate based on the tax jurisdiction for each item.

16

Document and Entity Information	Jan. 30, 2025
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 30, 2025
Entity Registrant Name	Marsh & McLennan Companies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-5998
Entity Tax Identification Number	36-2668272
Entity Address, Address Line One	1166 Avenue of the Americas,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(212)
Local Phone Number	345-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MMC
Entity Emerging Growth Company	false
Entity Central Index Key	0000062709
Amendment Flag	false
X N Y S
Document Information [Line Items]
Security Exchange Name	NYSE
X C H I
Document Information [Line Items]
Security Exchange Name	CHX

---