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What changed in MARSH & MCLENNAN COMPANIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MARSH & MCLENNAN COMPANIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+356 added−413 removedSource: 10-K (2026-02-09) vs 10-K (2025-02-10)

Top changes in MARSH & MCLENNAN COMPANIES, INC.'s 2025 10-K

356 paragraphs added · 413 removed · 293 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

72 edited+20 added−87 removed6 unchanged
Biggest changeAlso 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.
Biggest changeIt is a member of FINRA, SIPC and the Municipal Securities Rulemaking Board ("MSRB"). • MMA Asset Management LLC is a SEC-registered investment advisor used primarily in connection with retirement and wealth management. • Precept Advisory Group LLC is a SEC-registered investment advisor providing investment advisory and consulting services to employee-sponsored retirement plans. • MMC Securities Limited is authorized and regulated by the FCA to provide advice on securities and investments in the U.K. • MMC Securities (Ireland) Limited is authorized and regulated by the Central Bank of Ireland and used by Guy Carpenter to place certain securities and investments in the European Economic Area.
He has held many senior positions at Oliver Wyman including Managing Partner of the Financial Services Practice Group, Head of the European Finance and Risk Practice and Global head of the Corporate and Institutional Banking practice. He has over 25 years of experience consulting in the U.K., Continental Europe, and North America. Mr.
He has held many senior positions at Oliver Wyman, including Managing Partner of the Financial Services Practice Group, Head of the European Finance and Risk Practice and Global Head of the Corporate and Institutional Banking practice. He has over 25 years of consulting experience in the U.K., Continental Europe, and North America. Mr.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, like the Company, that file electronically with the SEC. The Company also posts on its website certain governance and other information for investors.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, like the Company, that file electronically with the SEC. The Company also posts certain governance and other information for investors on its website.
From 2017 to 2021, Mr. Studer was the Managing Partner of the Consumer, Industrial and Services Practice Group, before becoming Managing Partner of Oliver Wyman in 2021.
Studer was the Managing Partner of the Consumer, Industrial and Services Practice Group from 2017 to 2021, before becoming Managing Partner of Oliver Wyman in 2021.
His industry experience includes senior leadership roles at Zurich Financial Services, where he was a member of the Group Management Board, responsible for all of Zurich’s operations outside of North America and Europe, and CEO of Zurich’s London operations. Since rejoining Marsh in 2007, Mr.
His industry experience includes senior leadership roles at Zurich Financial Services, where he was a member of the Group Management Board, responsible for all of Zurich’s operations outside of North America and Europe, and CEO of Zurich’s London operations. Since rejoining the Company in 2007, Mr.
Fernandez held positions within Marsh McLennan for 15 years, most recently Deputy CHRO, CHRO of Guy Carpenter, and HR leadership roles at Mercer, including North America HR Leader, Global HR Leader for the Career business and Chief of Staff in the Office of the CEO. Before joining Marsh McLennan, Ms.
Fernandez held positions within the Company for 15 years, most recently Deputy CHRO, CHRO of Guy Carpenter, and HR leadership roles at Mercer, including North America HR Leader, Global HR Leader for the Career business and Chief of Staff in the Office of the CEO. Before joining Marsh, Ms.
In addition, we are subject to various financial crime laws and regulations through our activities, activities of associated persons, the products and services we provide and our business and client relationships. Such laws and regulations relate to, among other areas, sanctions and export control, anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist financing.
Additionally, we are subject to various financial crime laws and regulations through our activities of associated persons, the products and services we provide and our business and client relationships. Such laws and regulations relate to, among other areas, sanctions and export control, anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist financing.
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.
Studer was a founding Director of TheCityUK, a founding advisory board member of the FICC Markets Standards Board and was a member of the Sustainable Markets Initiative. Pat Tomlinson , age 55, is President and Chief Executive Officer of Mercer and Vice Chair of Marsh, a position he assumed in April 2024.
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 protection, cybersecurity and AI and the associated risks to our businesses.
See Part I, Item 1A ("Risk Factors" below for a discussion of how actions by regulatory authorities or changes in legislation and regulation may have an adverse effect on our businesses and for more information about the laws and regulations related to data privacy, data protection, cybersecurity and AI and the associated risks to our businesses.
Jones joined Marsh in 2016 as Senior Vice President of Business Planning, leading strategic planning and global growth initiatives. Prior to that, Mr. Jones was senior vice president of commercial marketing and strategy for AIG and has more than 25 years of marketing, communications and strategy experience.
Jones joined the firm in 2016 as Senior Vice President of Business Planning, leading strategic planning and global growth initiatives. Prior to that, Mr. Jones was senior vice president of commercial marketing and strategy for AIG and has more than 25 years of marketing, communications and strategy experience.
Marsh and Guy Carpenter receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others.
Marsh Risk and Guy Carpenter also receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others.
The Company makes these reports and any amendments to these reports available free of charge through its website, www.marshmclennan.com , as soon as reasonably practicable after they are filed with or furnished to the SEC.
The Company makes these reports and any amendments to these reports available free of charge through its website, www.corporate.marsh.com , as soon as reasonably practicable after they are filed with or furnished to the SEC.
Fernandez worked in investment banking at Goldman Sachs and Bank of America. She began her career as a consultant with PricewaterhouseCoopers. John Jones , age 53, is Chief Marketing and Communications Officer of Marsh McLennan. Previously, he served as Chief Marketing and Communications Officer of Marsh from 2018 to 2022. Mr.
Fernandez worked in investment banking at Goldman Sachs and Bank of America. She began her career as a consultant with PricewaterhouseCoopers. John Jones , age 54, is Chief Marketing and Communications Officer of Marsh. Previously, he served as Chief Marketing and Communications Officer of Marsh Risk from 2018 to 2022. Mr.
REGULATION The Company's activities are subject to licensing requirements and extensive regulation under U.S. federal and state laws, as well as laws of other countries in which the Company operates.
REGULATION The Company's activities are subject to licensing requirements and extensive regulation under US federal and state laws, as well as laws of other countries in which the Company operates.
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.
He also serves as CEO of Marsh U.S. and Canada, with responsibility for leading across businesses to address clients’ increasingly interconnected risk, strategy and people challenges. From 2020 to 2024, Mr. Tomlinson was Mercer's President of U.S. and Canada. Prior to that, he served a business leader in Mercer's U.S. and Canada region, leading the U.S.
Dean Klisura , age 61, is President and Chief Executive Officer of Guy Carpenter and serves as Vice Chair of Marsh McLennan. Prior to assuming this role in January 2022, he was President of Guy Carpenter, overseeing the North America, International, Specialty and Global Analytics & Advisory business units. Prior to joining Guy Carpenter, Mr.
Dean Klisura , age 62, is President and Chief Executive Officer of Guy Carpenter, and serves as Vice Chair of Marsh. Prior to assuming this role in January 2022, he was President of Guy Carpenter, overseeing the North America, International, Specialty and Global Analytics & Advisory business units. Previously, Mr.
Some jurisdictions issue licenses only to individual residents or locally-owned business entities; in those instances, if the Company has no licensed subsidiary, it may maintain arrangements with residents or business entities licensed to act in such jurisdiction. Such arrangements are subject to an internal review and approval process.
Some jurisdictions issue licenses only to individual residents or locally owned business entities; in those instances, the Company may maintain arrangements with residents or business entities licensed to act in such jurisdiction. Such arrangements are subject to an internal review and approval process.
Across most jurisdictions, we are also subject to various data privacy and data protection laws and regulations that apply to personal information, as well as, in certain jurisdictions, cybersecurity laws and regulations and emerging laws and regulations related to artificial intelligence ("AI").
Across most jurisdictions, we are subject to data privacy and data protection laws and regulations that apply to personal information, as well as cybersecurity laws and regulations and emerging laws and regulations related to artificial intelligence ("AI").
Licensing of reinsurance intermediaries is generally less rigorous compared to that of insurance brokers, and most jurisdictions require only corporate reinsurance intermediary licenses. In the United Kingdom, our business is regulated by the Financial Conduct Authority ("FCA").
Licensing of reinsurance intermediaries is generally less rigorous compared to that of insurance brokers, and most jurisdictions require only corporate reinsurance intermediary licenses. 3 Our business is regulated by the Financial Conduct Authority ("FCA") in the U.K.
Therefore, such information should not be considered part of this report. 12
Therefore, such information should not be considered part of this report. 8
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. Before this, Mr. Beswick headed Oliver Wyman's North American Retail Practice. Katherine J.
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. Before this, Mr. Beswick headed Oliver Wyman's North American Retail Practice. Katherine J.
Insurance authorities in the U.S. and certain other jurisdictions in which the Company's subsidiaries do business, including the FCA in the United Kingdom, also have enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others.
Insurance authorities in the U.S. and certain other jurisdictions, including the FCA in the U.K., have also enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others.
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 6 volume, growth of accounts, and total retention of accounts placed by Mercer.
Mercer receives client fees and commissions and fees based on assets or members. 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 various factors as volume, growth of accounts, and total retention of accounts placed by Mercer.
Risk and Insurance Services . While laws and regulations vary from location to location, every state of the U.S. and most foreign jurisdictions require insurance market intermediaries and related service providers (such as insurance brokers, agents and consultants, reinsurance brokers and managing general agents) to hold an individual or company license from a government agency or self-regulatory organization.
Risk and Insurance Services . All U.S. states and most foreign jurisdictions require insurance market intermediaries and related service providers (such as insurance brokers, agents and consultants, reinsurance brokers and managing general agents) to hold an individual or company license from a government agency or self-regulatory organization.
The Company encounters strong competition from other insurance and reinsurance brokerage firms that operate on a global, regional, national or local scale in every geography in which it operates, from insurance and reinsurance companies that market, distribute and service their insurance and reinsurance products without the assistance of brokers and from other businesses, including commercial and investment banks, accounting firms, consultants and online platforms, that provide risk-related services and products or alternatives to traditional insurance brokerage services.
In insurance and reinsurance, the Company encounters strong competition from other insurance and reinsurance brokerage firms operating on a global, regional, national or local scale, from independent insurance and reinsurance companies that market, distribute and service their products without the assistance of brokers and from other businesses, including commercial and investment banks, consultants, and online platforms, to traditional insurance brokerage services.
Klisura was President of Marsh Global Placement and Advisory Services, leading property and casualty placement activities globally, as well as leading Bowring Marsh, the Insurer Consulting Group, and Marsh Advisory. He joined Marsh in 1993 and held several key global leadership roles including President of Global Specialties. Mark McGivney , age 57, is Chief Financial Officer of Marsh McLennan.
Klisura was President of Marsh Risk Global Placement and Advisory Services, leading property and casualty placement activities globally, as well as leading Bowring Marsh, the Insurer Consulting Group, and Marsh Risk Consulting. He joined Marsh Risk in 1993 and held several key global leadership roles, including President of Global Specialties.
Base pay is one component. We further encourage performance that aligns with the Company’s interests by awarding eligible colleagues with discretionary incentives. These incentives, such as annual bonuses, sales incentives and long-term incentives are awarded to colleagues in roles that have a significant impact on our short and long-term success.
We further encourage performance that aligns with the Company’s interests by awarding discretionary incentives to eligible colleagues. These incentives, including annual bonuses, sales incentives and long-term incentives, are awarded to colleagues who have a significant impact on our success.
Commission rates and fees vary in amount and can depend on a number of factors, including the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients.
Commission rates and fees vary in amount and depend on coverage provided, the insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients.
Item 1. Business. References in this report to "we", "us" and "our" are to Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company" or "Marsh McLennan"), unless the context otherwise requires. GENERAL Marsh McLennan is the world's leading professional services firm in the areas of risk, strategy and people.
Item 1. Business. References in this report to "we", "us" and "our" are to Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company" or "Marsh"), unless the context otherwise requires.
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 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.
Mercer’s 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 be subject to investment and securities regulations, including (but not limited to) regulations imposed or enforced by the Securities and Exchange Commission (SEC) and 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. The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934.
East Market from 2017 to 2020 and leading the U.S. and Canada Career business from 2014 to 2017. Prior to joining Mercer in 2014, he spent 17 years with Aon and served as an officer in the U.S. Army. The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934.
MMA advises on insurance program structure and market dynamics, along with industry expertise and transactional capability. Since its first acquisition in 2009, MMA has acquired more than 125 agencies. Commercial & Consumer.
MMA advises on insurance program structure and market dynamics, along with industry expertise and transactional capability. Since its first acquisition in 2009, MMA has acquired more than 135 agencies. MMA also offers wealth and retirement products and services to clients. • Commercial & Consumer serves clients with less complex risks.
South has served as CEO of Marsh’s Asia-Pacific region, CEO of Marsh U.K. and Ireland, CEO of Marsh Europe and CEO of Marsh U.S. and Canada. Nicholas Studer , age 51, is Chief Executive Officer of Oliver Wyman Group, a role he assumed in July of 2021. He also serves as Vice Chair of Marsh McLennan.
South has served as CEO of Marsh Risk’s Asia-Pacific region, CEO of Marsh Risk U.K. and Ireland, CEO of Marsh Europe and CEO of Marsh Risk U.S. and Canada. Nicholas Studer , age 52, is Chief Executive Officer of Marsh Management Consulting and Vice Chair of Marsh. He assumed his current role in July 2021. Mr.
This other compensation includes, among other things, payments for consulting and analytics services provided to insurers; compensation for administrative and other services (including fees for underwriting services and services provided to or on behalf of insurers relating to the administration and management of quota shares, panels and other facilities in which insurers participate); and contingent commissions, which are paid by insurers based on factors such as volume or profitability of Marsh's placements, primarily driven by MMA and parts of Marsh's international operations.
Marsh Risk also receives other compensation from insurance companies, which includes payments for consulting and analytics services; compensation for administrative and other services (including fees for underwriting services and services related to the administration and management of quota shares, panels and other facilities); payments for participation in sponsorship programs; and contingent commissions, based on factors such as volume or profitability of Marsh Risk's placements, primarily driven by MMA and parts of Marsh Risk's international operations.
He also serves as Vice Chair of Marsh McLennan. With more than 30 years in the insurance industry, Mr. South joined Marsh for the first time in 1985 with Bowring Marsh, a Marsh McLennan broking unit.
He also serves as Vice Chair of Marsh. Mr. South joined the Company for the first time in 1985 with Bowring Marsh.
For a majority of the Mercer-managed investment funds, revenue received from Mercer's investment management clients as sub-advisor fees is reported on a gross basis rather than a net basis.
Mercer's investments business and certain of its administration services are compensated based on assets under administration or management or fee per member. For a majority of the Mercer-managed investment funds, revenue received from Mercer's investment management clients as sub-advisor fees is reported on a gross basis rather than on a net basis.
The FCA’s responsibilities and powers include licensing of insurance and reinsurance intermediaries and related criteria such as professional competence, financial capacity and the requirement to hold professional indemnity insurance, the broking of premium finance to consumers, and competition powers that enable it to enforce prohibitions on anti-competitive behavior in relation to financial services.
The FCA licenses insurance and reinsurance intermediaries and evaluates related criteria such as professional competence, financial capacity and professional indemnity insurance requirements, as well as the broking of premium finance to consumers. It enforces prohibitions on anti-competitive behavior in financial services.
His prior experience includes senior positions at The Hanover Insurance Group, including serving as Senior Vice President of Finance, Treasurer, and Chief Financial Officer of the Property & Casualty business, and investment banking positions at Merrill Lynch and PricewaterhouseCoopers. 11 Martin South , age 60, is President and Chief Executive Officer of Marsh, a position he assumed in January 2022, and oversees all of Marsh’s businesses and operations globally.
His experience prior to joining Marsh included senior finance positions at The Hanover Insurance Group as well as positions at Merrill Lynch and PricewaterhouseCoopers. 7 Martin South , age 61, is President and Chief Executive Officer of Marsh Risk. He assumed his current role in January 2022 and oversees all of Marsh Risk’s businesses and operations globally.
These laws and regulations typically provide for segregation of these fiduciary funds and limit the types of investments that may be made with them, and generally apply to both the insurance and reinsurance business. Certain of the Company's Risk and Insurance Services activities are governed by other regulatory bodies, such as investment, securities and futures licensing authorities.
These laws and regulations provide for the segregation of these fiduciary funds and limit the types of investments that may be made with them; they generally apply to both the insurance and reinsurance business.
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. 10 EXECUTIVE OFFICERS OF THE COMPANY The executive officers and executive officer appointees of the Company are appointed annually by the Company’s Board of Directors.
Our total rewards also include health and retirement benefits, as well as savings and stock investment plans in most jurisdictions. 6 EXECUTIVE OFFICERS OF THE COMPANY The executive officers of the Company are appointed annually by the Board of Directors.
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.
As of February 9, 2026 the executive officers are: Paul Beswick , age 51, is Senior Vice President and Global Chief Information and Operations Officer (CIOO) of Marsh. As CIOO, Mr. Beswick leads the Business and Client Services team and oversees Marsh's global Operations and Technology teams. Prior to assuming this expanded role in January 2025, Mr.
Mercer uses the services of MMC Securities LLC to provide certain services, including executive benefit and compensation services and securities dealing services. FATCA . Regulations promulgated by the U.S. Treasury Department pursuant to the Foreign Account Tax Compliance Act and related legislation (FATCA) require the Company to take various measures relating to non-U.S. funds, transactions and accounts.
Treasury Department pursuant to the Foreign Account Tax Compliance Act and related legislation (FATCA) require the Company to take various measures relating to non-U.S. funds, transactions and accounts. The regulations impose certain client financial account obligations on Mercer and MMA relating to non-U.S. financial institution and insurance clients.
We provide financial information about our segments in our consolidated financial statements included under Part II, Item 8 of this report. OUR BUSINESSES RISK AND INSURANCE SERVICES The Risk and Insurance Services segment generated approximately 63% of the Company's total revenue in 2024 and employs approxi mately 52,400 co lleagues worldwide.
We provide further details about our current segments below. Financial information about our segments is provided in our consolidated financial statements, which are included under Part II, Item 8 of this report. OUR BUSINESSES RISK AND INSURANCE SERVICES This segment accounted for approximately 64% of the Company's total revenue in 2025 and employed around 55,700 co lleagues globally.
Their presence in the market increases the competitive pressures that the Company faces. 8 Certain insureds and groups of insureds have established programs of self-insurance as a supplement or alternative to purchasing traditional third-party insurance, thereby reducing in some cases their need for third-party insurance placements. Certain insureds also obtain coverage directly from insurance providers.
The entry of third-party capital providers and clients opting for self-insurance or direct coverage further intensifies competition. Certain insureds and groups of insureds have established programs of self-insurance as a supplement or alternative to purchasing traditional third-party insurance placements. Certain insureds also obtain coverage directly from insurance providers.
Currently, approxima tely 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 53% of the Company's total revenue in 2024 .
It includes Marsh Risk and Guy Carpenter. MARSH RISK Marsh Risk is the world's leading insurance broker and risk advisor, offering 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 130 countries.
The Company conducts business in this segment through Marsh and Guy Carpenter. • Consulting includes health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group. We describe our current segments in further detail below.
The Company conducts business through two segments: • Risk and Insurance Services : risk management activities and insurance/reinsurance broking and services conducted through Marsh Risk and Guy Carpenter. • Consulting : health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services conducted through Mercer and Marsh Management Consulting.
The benefits insurance consulting and brokerage services provided by Mercer and its subsidiaries and affiliates are subject to the same licensing requirements and regulatory oversight as the insurance market intermediaries described above regarding our Risk and Insurance Services businesses.
Mercer’s benefits insurance consulting and brokerage services are subject to the same licensing requirements and regulatory oversight as the insurance market intermediaries described above regarding our Risk and Insurance businesses. Depending on the client and services rendered, Mercer may also be subject to direct oversight by the Department of Health and Human Services and other federal agencies in the U.S.
The Chief People Officer is also responsible for leading the development and integration of our inclusion approach into our strategy. 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.
This includes attracting, recruiting, hiring, developing and engaging talent and designing colleague total rewards programs. The Chief People Officer also leads our approach to inclusion. Our Business Responsibility 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.
Prior to assuming this role in January 2016, Mr. McGivney held a number of senior financial management positions since joining the Company in 2007. Most recently he was Senior Vice President, Corporate Finance of Marsh McLennan, and was responsible for leading and directing the Company’s Corporate Development, Treasury and Investor Relations functions from 2014 until 2016.
Most recently, he was Senior Vice President, Corporate Finance of Marsh, and was responsible for leading and directing the Company’s Corporate Development, Treasury and Investor Relations functions from 2014 to 2016. Prior to that, he served as Chief Financial Officer of Marsh Risk, and Chief Financial Officer and Chief Operating Officer of Mercer.
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.” Each year since 2011, we have asked our colleagues to share their views on working at Marsh McLennan through a company-wide engagement survey that is administered by a third party.
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." Our People.
Brennan currently serves on the Board of the Red Cross of Greater New York. John Q. Doyle , age 61, is President and Chief Executive Officer of Marsh McLennan. Previously, from 2021 to 2022 he served as Group President and Chief Operating Officer, responsible for the strategy and operational objectives of Marsh McLennan’s four global businesses.
She also served as Deputy General Counsel, Corporate Secretary and Chief Compliance Officer for Marsh from 2017 to 2021, and prior to that, as General Counsel of Guy Carpenter. Ms. Brennan currently serves on the Board of the Red Cross of Greater New York. John Q. Doyle , age 62, is President and Chief Executive Officer of Marsh.
MMC Securities LLC is a member of the Financial Industry Regulatory Authority ("FINRA"), the National Futures Association and the Securities Investor Protection Corporation ("SIPC"), primarily in connection with capital markets and other investment banking-related services relating to insurance-linked and alternative risk financing transactions.
Other regulatory bodies, such as investment, securities, and futures licensing authorities, govern certain of the Company's Risk and Insurance services activities. • MMC Securities LLC is a SEC registered broker-dealer and introducing broker used by Marsh Risk and Guy Carpenter in the U.S., primarily in connection with capital markets and other investment banking-related services relating to insurance-linked and alternative risk financing transactions.
In the European Union, Guy Carpenter uses MMC Securities (Ireland) Limited, which is authorized and regulated by the Central Bank of Ireland to place certain securities and investments in the European Union. MMC Securities LLC, MMC Securities Limited, MMC Securities (Ireland) Limited, MMA Securities LLC, and MMA Asset Management LLC are indirect, wholly-owned subsidiaries of Marsh & McLennan Companies, Inc.
MMC Securities LLC, MMC Securities Limited, MMC Securities (Ireland) Limited, MMA Securities LLC, Precept Advisory Group LLC and MMA Asset Management LLC are indirect, wholly-owned subsidiaries of Marsh & McLennan Companies, Inc.
HUMAN CAPITAL As a professional services firm, we believe the health of our business relies on the strength of our workforce. Our People. As of December 31, 2024, the Co mpany and its consolidated subsidiaries employed more than 90,000 colleagues worldwide, including approximately 52,400 in Risk and Insurance Services and 30,500 in Consulting. People Leadership and Governance.
As of December 31, 2025, the Co mpany and its consolidated subsidiaries employed more than 95,000 colleagues worldwide, including approximately 55,700 in Risk and Insurance Services and 29,100 in Consulting. People Leadership and Governance. The Chief People Officer leads our people strategy, focusing on talent attraction, development and engagement.
The scope and nature of the services vary by insurer and by geography. GUY CARPENTER Guy Carpenter, the Company’s reinsurance intermediary and advisor, generated approximately 10% of the Company's total revenue in 2024. Currently, approxi mately 3,600 Guy C arpenter colleagues provide clients with a combination of specialized reinsurance broking expertise, strategic advisory services and analytics solutions.
Marsh Risk's Insurer Consulting Group (ICG) provides various services to insurance carriers. GUY CARPENTER Guy Carpenter, the Company’s reinsurance intermediary and advisor, provides specialized reinsurance broking, strategic advisory and actuarial services, and analytics solutions. It employs approxi mately 3,700 colleagues and generated approximately 10% of the Company's total revenue in 2025.
Depending on the nature of the client and services performed, Mercer may also be subject to direct oversight by the 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).
Mercer 4 provides annuity buy-out advice that is subject to regulations (for example, in the U.S., state insurance licensing regulations and ERISA). Mercer uses the services of MMC Securities LLC to provide certain services, including executive benefit and compensation services and securities dealing services. FATCA . Regulations promulgated by the U.S.
Doyle serves as the Chairman of the U.S. Federal Advisory Committee on Insurance. Carmen Fernandez , age 51, is Senior Vice President and Chief People Officer for Marsh McLennan. Prior to her appointment as Chief People Officer in January 2021, Ms.
He is a Trustee of the Inner-City Scholarship Fund, and a member of the Board of the New York Police and Fire Widows’ and Children’s Benefit Fund. Carmen Fernandez , age 52, is Senior Vice President and Chief People Officer for Marsh. Prior to her appointment as Chief People Officer in January 2021, Ms.
Mercer Trust Company, a limited purpose New Hampshire chartered trust bank, may also provide services for certain clients of Mercer’s investment management business in the U.S.
Department of Labor, the Ontario Securities Commission, the FCA, the Central Bank of Ireland, the Australian Prudential Regulation Authority and the Australian Securities and Investments Commission. • Mercer Investments LLC is a registered investment advisor which consolidates the activities of Mercer’s affiliated investment adviser entities in the U.S. • Mercer Trust Company is a limited-purpose New Hampshire chartered trust bank that provides services for certain clients of Mercer’s investment management business in the U.S.
Consulting . Mercer's retirement-related consulting and investment services are subject to pension law and financial regulation in many countries. Depending on the country, Mercer may rely on licensed colleagues or registered legal entities to engage in these services, or may utilize other Marsh McLennan entities or third parties.
In certain countries, Mercer relies on licensed colleagues or registered legal entities to engage in these services or uses other Marsh entities or third parties.
MERCER Mercer is a leading provider in delivering advice, solutions and products that help organizations meet the health, wealth and career needs of a changing workforce. Mercer has approximate ly 23,300 colleagues based in 48 countries.
CONSULTING This segment generated approximately 36% of the Company's total revenue in 2025 and employed around 29,100 c olleagues globally, primarily through Mercer and Marsh Management Consulting . MERCER Mercer is a leading provider in delivering advice, solutions and products that help organizations meet the health, wealth and career needs of a changing workforce.
Brennan , age 46, is Senior Vice President and General Counsel of Marsh McLennan. In this role, she leads Marsh McLennan’s global legal, compliance and public affairs function, which supports the Company’s four businesses, Marsh, Guy Carpenter, Mercer and Oliver Wyman. She also leads the Company’s sustainability efforts. Ms.
Brennan , age 47, is Senior Vice President and General Counsel of Marsh. In this role, she leads Marsh’s global legal, compliance and public affairs function, as well as its sustainability efforts. Ms. Brennan has held several legal and compliance leadership roles at the Company, serving most recently as General Counsel of Marsh Risk from 2021 to 2022.
He is a member of the Board of the New York Police and Fire Widows’ and Children’s Benefit Fund, a Trustee of the Inner-City Scholarship Fund, a member of the Board of Overseers of the Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science at St. John’s University and a director of Catalyst Inc. Mr.
Doyle serves as the Chairman of the United States Treasury’s Federal Advisory Committee on Insurance, as a member of the Business Roundtable, on the Board of Directors of the Partnership for New York City and on the Board of Overseers of the Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science at St. John’s University.
Compensation for Services in Risk and Insurance Services Marsh and Guy Carpenter are compensated for brokerage and consulting services through commissions and fees.
Reinsurance-related Services Additionally, Guy Carpenter provides actuarial consulting, contract and claims management, and portfolio analysis, helping clients understand uncertainties and make critical decisions in areas such as reinsurance utilization and capital adequacy. Compensation for Services in Risk and Insurance Services Marsh Risk and Guy Carpenter are compensated for brokerage and consulting services through commissions and fees.
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.
HUMAN CAPITAL We believe the health of our business relies on the strength of our workforce, embodied by our Colleague Value Proposition: You can be your best here. This statement captures the unique experience offered to our current and prospective colleagues, drawing inspiration from the voices of our own colleagues.
Middle market clients are served by Marsh’s brokerage operations globally; this segment is also serviced by Marsh & McLennan Agency (MMA) in the United States (U.S.). • Marsh McLennan Agency (MMA) provides business insurance, employee health and benefits, retirement and wealth management, and private client insurance solutions to individuals and mid-market organizations.
Insurance Broking and Risk Advisory Marsh Risk offers risk analysis, insurance program design, claims support and alternative risk strategies. • Risk Management supports clients’ worldwide risk issues, and Specialty supports clients who require advice in highly specialized industry and product areas. • Corporate serves middle-market clients globally and is also serviced through Marsh McLennan Agency (MMA). ◦ Marsh McLennan Agency (MMA) provides business insurance, employee health and benefits, retirement and wealth management and private client insurance solutions to individuals and mid-market organizations.
Victor also has a business in the U.K., the Netherlands, Italy, Germany and Australia. • Marsh Affinity focuses on insurance programs sold to insureds or vendors through a corporate sponsor using an affinity distribution model. • High Net Worth (HNW).
This segment includes: ◦ Victor Insurance Managers (Victor ) serves as underwriting managers of professional liability, catastrophe and other specialty insurance programs worldwide. 1 ◦ Affinity focuses on insurance programs sold to insureds or vendors through a corporate sponsor using an affinity distribution model. ◦ High net-worth individuals and family offices are served by MMA in the US and other Marsh personal lines businesses globally.
We help clients build the confidence to thrive through the power of perspective of our four market-leading businesses. With annual revenue of over $24 billion, we have more than 90,000 colleagues advising clients in over 130 countries. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients.
With an annual revenue of $27 billion and more than 95,000 colleagues, Marsh helps build the confidence to thrive through the power of perspective.
He joined the firm in 2016 as President of Marsh, then led Marsh as President and CEO from 2017 to 2021. An industry veteran with more than 35 years of management experience, Mr. Doyle began his career at AIG, where he held several executive positions.
Doyle has 40 years of leadership experience in professional and financial services. He began his career at AIG, where he held several executive-level positions. Mr.
There are also many other providers of managing general agents, affinity programs and private client services that compete with the Company's offerings. Consulting . The Company's consulting businesses face strong competition from other privately and publicly held worldwide and national companies, as well as regional and local firms.
Managing general agents, affinity programs, and private client services also compete with the Company's offerings. The consulting business faces competition from global, regional and local firms, including independent consulting, broking and outsourcing firms affiliated with accounting, technology and financial services and new entrants utilizing generative AI.
Talent & Inclusion . Our Company’s greatest strength is the collective talent of our people. We provide resources to support co lleagues to be their best at Marsh McLennan. We are committed to helping colleagues perform at their best by encouraging regular discussions about their goals, performance, career aspirations and development 9 opportunities.
Talent & Culture . Our Company’s greatest strength is the collective talent of our people. We support talent development through regular discussions, career development workshops, Global Learning Day events and our AI Academies to enable all colleagues to advance their skills.
We understand that life can bring changing circumstances and we are here to support our colleagues through milestone life events, health and economic challenges, and the integration of new technologies. Total Rewards . 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, our critical-incident response capability delivers coordinated, rapid assistance to colleagues affected by emergencies or disasters, with regional support tailored to local needs. Total Rewards . We offer our colleagues rewards designed to be competitive in the market, attract and retain highly talented individuals, and recognize their performance and contributions. Base pay is one component.
Guy Carpenter creates and executes reinsurance and risk management solutions for clients worldwide through risk assessment analytics, actuarial services, highly-specialized product knowledge and trading relationships with reinsurance markets. Client services also include contract and claims management, reinsurance accounting and fiduciary services.
Reinsurance and Risk Management Services Guy Carpenter creates and executes reinsurance and risk management solutions globally through risk assessment analytics, actuarial services and trading relationships with reinsurance markets. As a broker, Guy Carpenter handles treaty and facultative reinsurance across various sectors and provides alternatives to traditional reinsurance, such as industry loss warranties and capital markets solutions.
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Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and well-being for a changing workforce.
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Effective January 14, 2026, we updated our brand name from Marsh McLennan to Marsh and the brand names of our Marsh and Oliver Wyman Group businesses to Marsh Risk and Marsh Management Consulting, respectively. References to the Company and its businesses in this report reflect these changes.
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Oliver Wyman Group serves as a critical strategic, economic and brand advisor to private sector and governmental clients. Our four businesses also collaborate together to deliver new solutions to help clients manage complex and interconnected risks.
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Mercer and Guy Carpenter will continue to report under their current brands through a transition period. GENERAL Marsh is a global leader in risk, reinsurance and capital, people and investments, and management consulting, advising clients in 130 countries.
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The Company conducts business through two segments: • Risk and Insurance Services includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services.
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It employs approxima tely 52,000 colleagues and generated approximately 54% of the Company's total revenue in 2025 .
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The Company conducts business in this segment through Marsh and Guy Carpenter. MARSH Marsh is the world's leading insurance broker and risk advisor, serving companies, institutions and individuals. From its founding in 1871 to the present day, Marsh has demonstrated a commitment to thought leadership, innovation and insurance expertise to meet its clients’ needs.
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Additional Services: Marsh Risk also offers specialist advisory services through risk consulting , captive solutions and international placement . Outside the U.S., Mercer and Marsh Risk go to market together to provide health benefits brokerage and consulting services. Within the U.S. and Canada, Marsh Risk advises on health benefits brokerage and consulting services through MMA.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, the war in Ukraine and the 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.
Biggest changeFor example, the war in Ukraine, the conflict throughout the Middle East, including heightened regional instability and tensions involving Iran, and recent developments in Latin America, have resulted in worldwide geopolitical and macroeconomic uncertainty and may negatively impact other regional and global economic markets (including Europe, the Middle East, Latin America and the U.S.), companies in other 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. 10 Changes in macroeconomic and geopolitical conditions could also shift demand to services for which we do not have a competitive advantage, and this could negatively affect the amount of business that we are able to obtain.
In our Consulting segment, we compete for business with numerous consulting firms and similar organizations, many of which also provide, or are affiliated with firms that provide, accounting, information systems, technology and financial services. Such competitors may be able to offer more comprehensive products and services to potential clients, which may give them a competitive advantage.
In our Consulting segment, we compete for business with numerous consulting firms, technology firms and similar organizations, many of which also provide, or are affiliated with firms that provide, accounting, information systems, technology and financial services. Such competitors may be able to offer more comprehensive products and services to potential clients, which may give them a competitive advantage.
These include: • the number of client engagements during a quarter; • the possibility that clients may decide to delay or terminate a current or anticipated project as a result of factors unrelated to our work product or progress; • fluctuations in capacity and utilization rates and clients' ability to terminate engagements without penalty; • our net colleague hires and related compensation and benefits expense; • potential limitations on the clients or industries we serve resulting from increased regulation or changing stakeholder expectations on ESG issues; • the impact of changes in accounting standards or in our accounting estimates or assumptions; • the impact on us or our clients of changes in legislation, regulation and legal guidance or interpretations in the jurisdictions in which we operate, particularly in the U.S. as a result of the shift in the presidential administration; • seasonality due to the impact of regulatory deadlines, policy renewals and other timing factors to which our clients are subject; • the success of our acquisitions or investments; • occurrence of any significant natural disaster or other insured events including any potential reputational harm to the insurance industry following such event; • macroeconomic factors such as changes in foreign exchange rates, interest rates and global public and private capital markets, particularly in the case of Mercer, where fees in its investments business and 27 certain other business lines are derived from the value of assets under management, advisement or administration; and • general economic conditions, including factors beyond our control affecting economic conditions such as global health crises or pandemics, severe weather, climate change, geopolitical unrest such as the war in Ukraine and the conflict throughout the Middle East, protests and riots or other catastrophic events, since our results of operations are directly affected by the levels of business activity of our clients, which in turn are affected by the level of economic activity in the industries and markets that they serve.
These include: • the number of client engagements during a quarter; • the possibility that clients may decide to delay or terminate a current or anticipated project as a result of factors unrelated to our work product or progress; • fluctuations in capacity and utilization rates and clients' ability to terminate engagements without penalty; • our net colleague hires and related compensation and benefits expense; • potential limitations on the clients or industries we serve resulting from increased regulation or changing stakeholder expectations on sustainability issues; • the impact of changes in accounting standards or in our accounting estimates or assumptions; • the impact on us or our clients of changes in legislation, regulation and legal guidance or interpretations in the jurisdictions in which we operate, particularly in the U.S. as a result of the shift in the presidential administration; • seasonality due to the impact of regulatory deadlines, policy renewals and other timing factors to which our clients are subject; • the success of our acquisitions or investments; • occurrence of any significant natural disaster or other insured events including any potential reputational harm to the insurance industry following such event; • macroeconomic factors such as changes in foreign exchange rates, interest rates and global public and private capital markets, particularly in the case of Mercer, where fees in its investments business and certain other business lines are derived from the value of assets under management, advisement or administration; and • general economic conditions, including factors beyond our control affecting economic conditions such as global health crises or pandemics, severe weather, climate change, geopolitical unrest such as the war in Ukraine and the conflict throughout the Middle East, protests and riots or other catastrophic events, since our results of operations are directly affected by the levels of business activity of our clients, which in turn are affected by the level of economic activity in the industries and markets that they serve.
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 development processes or cybersecurity infrastructure or IT controls owned or controlled by such third parties.
Our control over and ability to monitor the cybersecurity practices of our third-party and fourth-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 development processes or cybersecurity infrastructure or IT controls owned or controlled by such third parties.
The inability to implement, maintain and upgrade adequate safeguards could have a material adverse effect on our business. Our information systems must be continually updated, patched, and upgraded to protect against known vulnerabilities. The volume of new software and infrastructure vulnerabilities continues to increase markedly, as has the criticality of patches and other mitigation and remedial measures.
The inability to implement, maintain and upgrade adequate safeguards could have a material adverse effect on our business. 14 Our information systems must be continually updated, patched, and upgraded to protect against known vulnerabilities. The volume of new software and infrastructure vulnerabilities continues to increase markedly, as has the criticality of patches and other mitigation and remedial measures.
This other compensation includes payment for (i) consulting and analytics services provided to insurers; (ii) administrative and other services provided to insurers (including underwriting services and services relating to the administration and management of quota shares, panels and other facilities); and (iii) contingent commissions, primarily at MMA and outside the 30 U.S., paid by insurers based on factors such as volume or profitability.
This other compensation includes payment for (i) consulting and analytics services provided to insurers; (ii) administrative and other services provided to insurers (including underwriting services and services relating to the administration and management of quota shares, panels and other facilities); and (iii) contingent commissions, primarily at MMA and outside the U.S., paid by insurers based on factors such as volume or profitability.
In addition, we may be responsible for the legal and regulatory liabilities of companies that we acquire. 16 Additional information regarding certain ongoing investigations and certain other legal and regulatory proceedings is set forth in Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included under Part II, Item 8 of this report.
In addition, we may be responsible for the legal and regulatory liabilities of companies that we acquire. 12 Additional information regarding certain ongoing investigations and certain other legal and regulatory proceedings is set forth in Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included under Part II, Item 8 of this report.
For example, laws in all 50 U.S. states generally require businesses to provide notice under 20 certain circumstances to consumers whose personal information has been disclosed as a result of a breach. In addition to government regulation, our agreements with certain third parties may require us to notify them in the event of a security breach.
For example, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a breach. In addition to government regulation, our agreements with certain third parties may require us to notify them in the event of a security breach.
Moreover, we could be adversely affected if we fail to adequately plan for the succession of members of our senior management team or if our succession plans do not operate effectively. 22 Across all of our businesses, our colleagues are critical to developing and retaining client relationships as well as performing the services on which our revenues are earned.
Moreover, we could be adversely affected if we fail to adequately plan for the succession of members of our senior management team or if our succession plans do not operate effectively. Across all of our businesses, our colleagues are critical to developing and retaining client relationships as well as performing the services on which our revenues are earned.
In the future, these types of incidents could result in personal, sensitive, confidential or proprietary information, including client, employee or Company data, being lost or stolen, surreptitiously modified, rendered inaccessible for any period of time, or maliciously made public, which could have a material adverse effect on our business.
In the future, these types of incidents could result 15 in personal, sensitive, confidential or proprietary information, including client, employee or Company data, being lost or stolen, surreptitiously modified, rendered inaccessible for any period of time, or maliciously made public, which could have a material adverse effect on our business.
These laws establish a privacy framework for covered businesses, including various obligations imposed on them related to the personal information they collect and use, and offer various rights for their state residents. Some of these laws provide a private right of action for violations and in some cases damages may be significant.
These laws establish a privacy 16 framework for covered businesses, including various obligations imposed on them related to the personal information they collect and use, and offer various rights for their state residents. Some of these laws provide a private right of action for violations and in some cases damages may be significant.
In addition to the challenges posed by capital market alternatives to traditional insurance and reinsurance, we compete against a wide range of other insurance and reinsurance brokerage and risk advisory firms that operate on a global, regional, national or local scale for both client business and employee talent.
In addition to the challenges posed by capital market alternatives to traditional insurance and reinsurance, we compete against a wide range of other insurance and reinsurance brokerage and risk advisory and consultancy firms that operate on a global, regional, national or local scale for both client business and employee talent.
We may not be able to successfully integrate the businesses that we acquire into our own business, or achieve any expected cost savings or synergies from the integration of such businesses, including McGriff and 25 Cardano. Subject to standard contractual protections, we may also be responsible for legacy liabilities of companies that we acquire.
We may not be able to successfully integrate the businesses that we acquire into our own business, or achieve any expected cost savings or synergies from the integration of such businesses, including McGriff and Cardano. Subject to standard contractual protections, we may also be responsible for legacy liabilities of companies that we acquire.
Outside the U.S., contributions are generally based on statutory requirements and local funding practices, which may differ from measurements in accordance with U.S. GAAP. In the U.K., for example, the assumptions used to determine pension contributions are the result of legally- 26 prescribed negotiations between the Company and the plan trustees.
Outside the U.S., contributions are generally based on statutory requirements and local funding practices, which may differ from measurements in accordance with U.S. GAAP. In the U.K., for example, the assumptions used to determine pension contributions are the result of legally-prescribed negotiations between the Company and the plan trustees.
SUMMARY RISK FACTORS Some of the factors that could materially and adversely affect our business, financial condition, results of operations or prospects, include the following: • Our results of operations and investments could be adversely affected by geopolitical or macroeconomic conditions; • We are subject to significant uninsured exposures arising from errors and omissions, breach of fiduciary duty and other claims; • We cannot guarantee that we are or will be in compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate could have a material adverse effect on our business; • O ur business or reputation could be harmed by our reliance on third-party providers or introducers; • We may not be able to effectively identify and manage actual and apparent conflicts of interest; • We could incur significant liability or our reputation could be damaged if our information systems are breached or we otherwise fail to protect client or Company data or information systems; • 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), 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; • Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology or respond effectively to the threat of digital disruption and other technological change such as AI; • The loss of members of our senior management team or other key colleagues, or if we are unsuccessful in our efforts to attract, retain and develop talent, could have a material adverse effect on our business; • Failure to maintain our corporate culture could adversely affect our business and reputation; • Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our environmental, social and governance (ESG) practices and disclosure may impose additional costs on us or expose us to new or additional risks; • We face significant competitive pressures in each of our businesses, including from disintermediation, as our competitive landscape continues to evolve; • We rely on a large number of vendors and other third parties to perform key functions of our business operations and to provide services to our clients.
SUMMARY RISK FACTORS Some of the factors that could materially and adversely affect our business, financial condition, results of operations or prospects, include the following: • Our results of operations and investments could be adversely affected by geopolitical or macroeconomic conditions; • We are subject to significant uninsured exposures arising from errors and omissions, breach of fiduciary duty and other claims; • We cannot guarantee that we are or will be in compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate could have a material adverse effect on our business; • O ur business or reputation could be harmed by our reliance on third-party providers or introducers; • We may not be able to effectively identify and manage actual and apparent conflicts of interest; • We could incur significant liability or our reputation could be damaged if our information systems are breached or we otherwise fail to protect client or Company data or information systems; • 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), 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; • Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology or respond effectively to the threat of digital disruption and other technological change such as AI; • The loss of members of our senior management team or other key colleagues, or if we are unsuccessful in our efforts to attract, retain and develop talent, could have a material adverse effect on our business; • Failure to maintain our corporate culture could adversely affect our business and reputation; • Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our business responsibility practices and disclosure may impose additional costs on us or expose us to new or additional risks; • We face significant competitive pressures in each of our businesses, including from disintermediation, as our competitive landscape continues to evolve; • We rely on a large number of vendors and other third parties to perform key functions of our business operations and to provide services to our clients.
These disclosures, metrics and sustainability goals and any failure to accurately report or comply with federal, state or international ESG laws and regulations, or achieve progress on our metrics and sustainability goals on a timely basis, or at all, may result in legal and regulatory proceedings against us and negatively impact our reputation.
These disclosures, metrics and sustainability goals and any failure to accurately report or comply with federal, state or international laws and regulations, or achieve progress on our metrics and sustainability goals on a timely basis, or at all, may result in legal and regulatory proceedings against us and negatively impact our reputation.
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. These laws and regulations may impose additional compliance or disclosure obligations on us.
The regulatory landscape related to these issues 19 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. These laws and regulations may impose additional compliance or disclosure obligations on us.
Their services include plan design, brokering of insurance programs, administration and other consulting and specialty services. The healthcare industry, inclusive of health insurance, is regulated by federal, state and local governments in the U.S., and by regulators and governments in other countries where we do business.
Their services include plan design, brokering of insurance programs, administration and other consulting, actuarial and specialty services. The healthcare industry, inclusive of health insurance, is regulated by federal, state and local governments in the U.S., and by regulators and governments in other countries where we do business.
We have a number of strategic initiatives involving investments in or 21 partnerships with technology companies as part of our growth strategy, as well as investments in technology, including generative AI, and infrastructure to support our own systems.
We have a number of strategic initiatives involving investments in, or partnerships with, technology companies as part of our growth strategy, as well as investments in technology, including generative AI, and infrastructure to support our own 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, 17 law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols.
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, 13 law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols.
In addition, third party capital providers have entered the insurance and reinsurance risk transfer market offering products and capital directly to our clients that serve as substitutes for traditional insurance.
In addition, third party capital providers have 20 entered the insurance and reinsurance risk transfer market offering products and capital directly to our clients that serve as substitutes for traditional insurance.
Such a transaction could result in additional short-term revenue for Mercer to the extent we advise the client on the transaction, but a loss in longer term recurring revenue related to the plan. 32 The profitability of our Consulting segment may decline if we are unable to achieve or maintain adequate utilization and pricing rates for our consultants.
Such a transaction could result in additional short-term revenue for Mercer to the extent we advise the client on the transaction, but a loss in longer term recurring revenue related to the plan. 29 The profitability of our Consulting segment may decline if we are unable to achieve or maintain adequate utilization and pricing rates for our consultants.
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, trading and execution risks, conflicts of interest, ESG and greenwashing, asset perfor mance and regulatory compliance, that, if realized, could result in significant damage to our business.
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, trading and execution risks, conflicts of interest, sustainability and greenwashing, asset perfor mance and regulatory compliance, that, if realized, could result in significant damage to our 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.
In addition, the use of AI by other 18 companies has resulted in, and our use of AI may in the future result in, data incidents and cybersecurity breaches.
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 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 execution or other operational errors), actuarial, pension administration and other services.
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 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 execution or other operational errors), actuarial, pension administration and other services.
We are subject to numerous other laws on matters as diverse as internal control over financial reporting and disclosure controls and procedures, securities regulation, data privacy and protection, cybersecurity, taxation, anti-trust and competition, immigration, wage-and-hour standards and employment and labor relations.
We are subject to numerous other laws on matters as diverse as internal control over financial reporting and disclosure controls and procedures, securities regulation, data privacy and protection, cybersecurity, taxation, anti-trust and competition, anti-money laundering, immigration, wage-and-hour standards and employment and labor relations.
In addition, heightened regulatory scrutiny of ESG and sustainability-related products, funds, investment strategies and advice has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, or that we have otherwise run afoul of regulation.
In addition, heightened regulatory scrutiny of environmental and sustainability-related products, funds, investment strategies and advice has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, or that we have otherwise run afoul of regulation.
Organizations that provide information to investors on corporate governance and related matters have also developed ratings processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and the diversion of investment to other companies or industries, exclusion of our stock from ESG-oriented indices or investment funds or harm our relationships with regulators and the communities in which we operate.
Organizations that provide information to investors on corporate governance and related matters have also developed ratings processes for evaluating companies on their approach to business responsibility, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and the diversion of investment to other companies or industries, exclusion of our stock from business responsibility-oriented indices or investment funds or harm our relationships with regulators and the communities in which we operate.
These vendors and third parties may act or fail to act in ways that could harm our business; • Our inability to successfully recover should we experience a disaster or other business continuity or data recovery problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability; • We face risks when we acquire or dispose of businesses; • If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected; • We may not be able to obtain sufficient financing on favorable terms; • Our defined benefit pension plan obligations could cause the Company's financial position, earnings and cash flows to fluctuate; 13 • Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business; • Our quarterly revenues and profitability may fluctuate significantly; • Credit rating downgrades would increase our financing costs and could subject us to operational risk; • Our current debt level could adversely affect our financial flexibility; • The current U.S. tax regime has provisions which have unintended consequences and may also impact our tax rate in varying degrees based on where our global income is earned; • We are exposed to multiple risks associated with the global nature of our operations; • Results in our Risk and Insurance Services segment may be adversely affected by a general decline in economic activity; • Volatility or declines in premiums and other market trends may significantly impede our ability to grow revenues and profitability; • Adverse legal developments and future regulations concerning how intermediaries are compensated by insurers or clients, as well as allegations of anti-competitive behavior or conflicts of interest, could have a material adverse effect on Marsh’s business, results of operations and financial condition; • Mercer’s Wealth business is subject to a number of risks, including risks related to public and private capital market fluctuations, third-party asset managers and custodians, operations and technology risks, 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; • 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; • Revenues for the services provided by our Consulting segment may decline for various reasons, including as a result of changes in economic conditions, the value of equity, debt and other asset classes, our clients’ or an industry's financial condition or government regulation or an accelerated trend away from actively managed investments to passively managed investments; • Factors affecting defined benefit pension plans and the services we provide relating to those plans could adversely affect Mercer; and • The profitability of our Consulting segment may decline if we are unable to achieve or maintain adequate utilization and pricing rates for our consultants.
These vendors and third parties may act or fail to act in ways that could harm our business; • Our inability to successfully recover should we experience a disaster or other business continuity or data recovery problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability; • We face risks when we acquire or dispose of businesses; • If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected; • We may not be able to obtain sufficient financing on favorable terms; • Our defined benefit pension plan obligations could cause the Company's financial position, earnings and cash flows to fluctuate; 9 • Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business; • Our quarterly revenues and profitability may fluctuate significantly; • Credit rating downgrades would increase our financing costs and could subject us to operational risk; • Our current debt level could adversely affect our financial flexibility; • The current U.S. tax regime has provisions which have unintended consequences and may also impact our tax rate in varying degrees based on where our global income is earned; • We may not be able to fully realize the benefits of our Thrive program and Business Client Services; • We are exposed to multiple risks associated with the global nature of our operations; • Results in our Risk and Insurance Services segment may be adversely affected by a general decline in economic activity; • Volatility or declines in premiums and other market trends may significantly impede our ability to grow revenues and profitability; • Adverse legal developments and future regulations concerning how intermediaries are compensated by insurers or clients, as well as allegations of anti-competitive behavior or conflicts of interest, could have a material adverse effect on Marsh Risk’s business, results of operations and financial condition; • Mercer’s Wealth business is subject to a number of risks, including risks related to public and private capital market fluctuations, third-party asset managers and custodians, operations and technology risks, trading and execution risks, conflicts of interest, sustainability and greenwashing, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business; • 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; • Revenues for the services provided by our Consulting segment may decline for various reasons, including as a result of changes in economic conditions, the value of equity, debt and other asset classes, our clients’ or an industry's financial condition or government regulation or an accelerated trend away from actively managed investments to passively managed investments; • Factors affecting defined benefit pension plans and the services we provide relating to those plans could adversely affect Mercer; and • The profitability of our Consulting segment may decline if we are unable to achieve or maintain adequate utilization and pricing rates for our consultants.
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.
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 our brand strategy, operational model changes and integrate acquisitions.
These include, among others, risks relating to: • economic and political conditions in the countries in which we operate; • client concentration in certain high-growth countries in which we operate; 28 • the length of payment cycles and potential difficulties in collecting accounts receivable; • unexpected increases in taxes or changes in U.S. or foreign tax laws, rulings, policies or related legal and regulatory interpretations, including recent changes to the U.K. statutory rate; • the implementation of the Organization for Economic Cooperation and Development (OECD) international tax framework, including the implementation of the Pillar 2 minimum tax regime and the Pillar 1 profit reallocation regime, potentially resulting in an adverse effect on our effective tax rate, tax payments and results of operations, particularly as key jurisdictions adopt these changes, either partially or in full, alongside potential shifts in tax laws in response to such implementation; • international initiatives to require multinational enterprises, like ours, to calculate and report profitability on a country-by-country basis, which could increase scrutiny by, or cause disagreements with, foreign tax authorities; • potential transfer pricing-related tax exposures that may result from the flow of funds among our subsidiaries and affiliates in the various jurisdictions in which we operate; • unexpected reassessment by tax authorities of interpretations of existing rules which may require companies to defend previously accepted positions and may create both new and prior-year exposures; • litigation arising from ongoing and future controversies with tax authorities; • permanent establishments created due to colleagues traveling to and doing work in certain countries, or living in such countries and working remotely post-pandemic, which are not properly compensated through transfer pricing; • our ability to obtain dividends or repatriate funds from our non-U.S. subsidiaries, including as a result of the imposition of currency controls and other government restrictions on repatriation in the jurisdictions in which our subsidiaries operate, fluctuations in foreign exchange rates and the imposition of withholding and other taxes on such payments; • geopolitical tensions, such as the war in Ukraine and the conflict throughout the Middle East, in countries where we operate, international hostilities, international trade disputes, terrorist activities, natural disasters, pandemics, and infrastructure disruptions; • local investment or other financial restrictions that foreign governments may impose; • potential lawsuits, investigations, market studies, reviews or other activity by foreign regulatory or law enforcement authorities or legislatively appointed commissions, which may result in potential modifications to our businesses, related private litigation or increased scrutiny from U.S. or other regulators; • potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law; • potential costs and difficulties in complying, or monitoring compliance, with foreign and U.S. laws and regulations that are applicable to our operations abroad, including trade sanctions laws relating to countries such as Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Syria, Ukraine (Russia-controlled territories) and Venezuela, anti-corruption laws such as the U.S.
These include, among others, risks relating to: • economic and political conditions in the countries in which we operate; • client concentration in certain high-growth countries in which we operate; • the length of payment cycles and potential difficulties in collecting accounts receivable; • unexpected increases in taxes or changes in U.S. or foreign tax laws, rulings, policies or related legal and regulatory interpretations; • the implementation of the Organization for Economic Cooperation and Development (OECD) international tax framework, including the implementation of the Pillar Two minimum tax regime (and the "side-by-side" arrangement for U.S. companies), and the Pillar One profit reallocation regime (or compensating digital services taxes), potentially resulting in an adverse effect on our effective tax rate, tax payments and results of operations, particularly as key jurisdictions adopt these changes, either partially or in full, alongside potential shifts in tax laws in response to such implementation; 25 • international initiatives to require multinational enterprises, like ours, to calculate and report profitability on a country-by-country basis, which could increase scrutiny by, or cause disagreements with, foreign tax authorities; • potential transfer pricing-related tax exposures that may result from the flow of funds among our subsidiaries and affiliates in the various jurisdictions in which we operate; • unexpected reassessment by tax authorities of interpretations of existing rules which may require companies to defend previously accepted positions and may create both new and prior-year exposures; • litigation arising from ongoing and future controversies with tax authorities; • permanent establishments created due to colleagues traveling to and doing work in certain countries, or living in such countries and working remotely post-pandemic, which are not properly compensated through transfer pricing; • our ability to obtain dividends or repatriate funds from our non-U.S. subsidiaries, including because of the imposition of currency controls and other government restrictions on repatriation in the jurisdictions in which our subsidiaries operate, fluctuations in foreign exchange rates and the imposition of withholding and other taxes on such payments; • geopolitical tensions, such as the war in Ukraine and the conflict throughout the Middle East, in countries where we operate, international hostilities, international trade disputes, terrorist activities, natural disasters, pandemics, and infrastructure disruptions; • local investment or other financial restrictions that foreign governments may impose; • potential lawsuits, investigations, market studies, reviews or other activity by foreign regulatory or law enforcement authorities or legislatively appointed commissions, which may result in potential modifications to our businesses, related private litigation or increased scrutiny from U.S. or other regulators; • potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law; • potential costs and difficulties in complying, or monitoring compliance, with foreign and U.S. laws and regulations that are applicable to our operations abroad, including trade sanctions laws relating to countries such as Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Syria, Ukraine (Russia-controlled territories) and Venezuela, anti-corruption laws such as the U.S.
These other revenue streams present potential regulatory, litigation and reputational risks that may arise from alleged anti-competitive behavior or conflicts of interest, (including those arising from Guy Carpenter’s role as intermediary and advisor for insurance companies), and future changes in the regulatory environment may impact our ability to collect such revenue.
These other revenue streams present potentially heightened regulatory, litigation and reputational risks that may arise from alleged anti-competitive behavior or conflicts of interest, (including those arising from Guy Carpenter’s role as intermediary and advisor for insurance companies), and future changes in the regulatory environment may impact our ability to collect such revenue.
In particular, high-profile data breaches at major companies continue to be disclosed regularly, which is leading to even greater regulatory scrutiny and 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.
In particular, high-profile data breaches at major companies continue to be disclosed regularly, which is leading to even greater regulatory scrutiny and 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.
Because generative AI is a new field, understanding of cybersecurity risks and protection methods continues to develop, and features that rely on generative AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.
Because generative AI is a constantly evolving field, understanding of cybersecurity risks and protection methods continues to develop, and features that rely on generative AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.
The ways in which insurance intermediaries are compensated receive scrutiny from regulators in part because of the potential for anti-competitive behavior and conflicts of interest. The vast majority of the compensation that Marsh receives is in the form of retail fees and commissions that are paid by the client or paid from premium that is paid by the client.
The ways in which insurance intermediaries are compensated receive scrutiny from regulators in part because of the potential for anti-competitive behavior and conflicts of interest. The vast majority of the compensation that Marsh Risk receives is in the form of retail fees and commissions that are paid by the client or paid from carriers.
Mercer may also be perceived as making inaccurate or misleading statements regarding the investment strategies of our offerings or investments with respect to ESG or sustainability, commonly referred to as “greenwashing,” or recommending certain asset managers to clients or offering delegated solutions a potential or existing client, solely to enhance its own compensation or due to other conflicts of interest.
Mercer may also be perceived as making inaccurate or misleading statements regarding the investment strategies of our offerings or investments with respect to sustainability, commonly referred to as "greenwashing," or recommending certain asset managers to clients or offering delegated solutions to a potential or existing client, solely to enhance its own compensation or due to other conflicts of interest.
Our utilization rates are affected by a number of factors, including: • general economic conditions; • our ability to transition consultants promptly from completed projects to new assignments, and to engage newly-hired consultants quickly in revenue-generating activities; • our ability to continually secure new business engagements, particularly because a portion of our work is project-based rather than recurring in nature; • our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces; • our ability to retain key colleagues and consulting professionals; • unanticipated changes in the scope of client engagements; • the potential for conflicts of interest that might require us to decline client engagements that we otherwise would have accepted; • our need to devote time and resources to sales, training, professional development and other non-billable activities; and • the potential disruptive impact of acquisitions and dispositions.
Our utilization rates are affected by a number of factors, including: • general economic conditions; • our ability to transition consultants promptly from completed projects to new assignments, and to engage newly-hired consultants quickly in revenue-generating activities; • our ability to continually secure new business engagements, particularly because a portion of our work is project-based rather than recurring in nature; • our ability to forecast demand for our services and thereby maintain appropriate headcount in each of our geographies and workforces; • our ability to retain key colleagues and consulting professionals; • our ability to move relevant staff to client locations when on-site presence is required for our services; • unanticipated changes in the scope of client engagements; • the potential for conflicts of interest that might require us to decline client engagements that we otherwise would have accepted; • our need to devote time and resources to sales, training, professional development and other non-billable activities; and • the potential disruptive impact of acquisitions and dispositions.
As these ESG reporting requirements and standards evolve, we continue to evaluate and update our public disclosures in these areas, including refining our disclosure of metrics and sustainability goals in accordance with the guidance and our own ESG assessments and priorities.
As these reporting requirements and standards evolve, we continue to evaluate and update our public disclosures in these areas, including refining our disclosure of metrics and sustainability goals in accordance with the guidance and our own business responsibility assessments and priorities.
A downgrade to a rating below investment-grade could result in greater operational risks through increased operating costs and increased competitive pressures. Our current debt level could adversely affect our financial flexibility. At December 31, 2024, we had total consolidated debt outstanding of approximately $19.9 billion.
A downgrade to a rating below investment-grade could result in greater operational risks through increased operating costs and increased competitive pressures. Our current debt level could adversely affect our financial flexibility. At December 31, 2025, we had total consolidated debt outstanding of approximately $19.6 billion.
In 2024, approximately 52% of the Company's total revenue was generated from operations outside the U.S., and over one-half of our employees were located outside the U.S. In addition, we conduct our operations through four separate businesses. Potential conflicts of interest may arise across our businesses given the significant volume of our engagements.
In 2025, approximately 51% of the Company's total revenue was generated from operations outside the U.S., and over one-half of our employees were located outside the U.S. In addition, we conduct our operations through four separate businesses. Potential conflicts of interest may arise across our businesses given the significant volume of our engagements.
For example, fluctuations in interest rates and foreign exchange rates between the U.S. dollar and foreign currencies may adversely affect our results of operations. Lower interest rates may lead to a decline in our fiduciary income.
For example, fluctuations in interest rates and foreign exchange rates between the U.S. dollar and foreign currencies may adversely affect our results of operations. Lower interest rates have led to a decline in our fiduciary income.
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. Mercer, MMA and MMB help public and private sector employers design and manage employee health and welfare programs.
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. Mercer, Marsh Management Consulting and MMA help public and private sector employers design and manage employee health and welfare programs.
The prices we charge are affected by a number of factors, including: • general economic conditions; • clients' perception of our ability to add value through our services; • market demand for the services we provide; • our ability to develop new services and the introduction of new services by competitors; • the pricing policies of our competitors; and • the extent to which our clients develop in-house or other capabilities to perform the services that they might otherwise purchase from us.
The prices we charge are affected by a number of factors, including: • general economic conditions; • clients' perception of our ability to add value through our services; • market demand for the services we provide; • our ability to develop new services and the introduction of new services by competitors; • the pricing policies of our competitors; • client demand for cost savings through the use of AI and automation, and • the extent to which our clients develop in-house or other capabilities to perform the services that they might otherwise purchase from us.
Exchange rate movements may change over time, and they could have a material adverse impact on our financial results and cash flows reported in U.S. dollars. For additional discussion, see "Market Risk and Credit Risk-Foreign Currency Risk" in Part II, Item 7A ("Quantitative and Qualitative Disclosures about Market Risk") of this report. Our quarterly revenues and profitability may fluctuate significantly.
Exchange rate movements may change over time, and they could have a material adverse impact on our financial results and cash flows reported in U.S. dollars. For additional discussion, see "Market Risk and Credit Risk- 23 Foreign Currency Risk" in Part II, Item 7A ("Quantitative and Qualitative Disclosures about Market Risk") of this report.
Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business. Approximately 52% of our total revenue reported in 2024 was from business outside of the U.S.
Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business. Approximately 51% of our total revenue reported in 2025 was from business outside of the U.S.
Highly publicized data security breaches, such as the October 2023 attack on Okta, may embolden malicious actors to target the IT supply chain and providers of business software. In addition, we depend on our third-party vendors to keep software current.
Highly publicized data security breaches, such as the October 2025 Salesloft/Drift attack, may embolden malicious actors to target the IT supply chain and providers of business software. In addition, we depend on our third-party vendors to keep software current.
Implementation of our ESG initiatives also depends in part on third-party performance or data that is outside the Company's control.
Implementation of our business responsibility initiatives also depends in part on third-party performance or data that is outside the Company's control.
Despite a proliferation of regulatory guidance papers, there remains uncertainty in key areas related to these laws, and that uncertainty could result in potential liability for our failure to meet our obligations, including the possibility of significant fines some of which can amount to 4% or more of our global revenue.
Despite a proliferation of regulatory guidance papers, there remains uncertainty in key areas related to these laws, and that uncertainty could result in potential liability for our failure to meet our obligations, including the possibility of significant fines some of which can amount to 4% or more of our global revenue. Further, despite developments such as the U.S.- E.U.
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.
Given the rapid expansion of AI technology capabilities, 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.
Balancing these competing expectations globally is complex. 23 The impact of new laws and regulations, negative public perception, adverse publicity or negative comments in social media could damage our reputation, and be costly to defend, if we do not, or are not perceived to, adequately address these issues.
The impact of new laws and regulations, negative public perception, adverse publicity or negative comments in social media could damage our reputation, and be costly to defend, if we do not, or are not perceived to, adequately address these issues.
The amount of other compensation that we receive from insurance companies, separate from retail fees and commissions, has increased in the last several years, both on an underlying basis and through acquisition an d represented approximately 6% of Marsh's revenue in 2024.
The amount of other compensation that we receive from insurance companies, separate from retail fees and commissions, has increased in the last several years, both on an underlying basis and through acquisition, an d represented approximately 7% of Marsh Risk's revenue in 2025.
To the extent our clients become adversely affected by declining business conditions, they may choose to limit their purchases of risk services and insurance and reinsurance coverage, as applicable, which would adversely impact our commission revenue and other revenue based on premiums placed and services provided by us.
To the extent our clients become adversely affected by declining business conditions, they may choose to limit their purchases of risk services and insurance and reinsurance coverage, for example, by choosing to retain more risk, 26 which would adversely impact our commission revenue and other revenue based on premiums placed and services provided by us.
Further, despite developments such as the U.S.- EU Data Privacy Framework and the U.S.- U.K. Data Bridge, there remains a high level of uncertainty concerning the flow of personal information between the U.S. and EU, between the U.S. and the U.K. and between the U.K. and the EU.
Data Privacy Framework and the U.S.- U.K. Data Bridge, there remains a high level of uncertainty concerning the flow of personal information between the U.S. and EU, between the U.S. and the U.K. and between the U.K. and the EU.
Geopolitical and macroeconomic conditions, 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 affect our clients' businesses and the markets they serve.
Geopolitical and macroeconomic conditions, including from multiple major wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates affect our clients' businesses and the markets they serve.
We also use hundreds of IT vendors and software providers to maintain and secure our global information systems infrastructure. In addition, we have migrated certain data, and may increasingly migrate data, to the cloud where it is hosted by third-party providers. Some of these vendors and third parties also have direct access to our systems or data.
In addition, we have migrated certain data, and may increasingly migrate data, to the cloud where it is hosted by third-party providers. Some of these vendors and third parties also have direct access to our systems or data.
Adverse regulatory, legal or other developments could have a material adverse effect on our business and expose the Company to negative publicity and reputational harm. RISKS RELATING TO OUR CONSULTING SEGMENT Our Consulting segment, conducted through Mercer and Oliver Wyman Group, represented 37% of our total revenue in 2024. Our businesses in this segment are subject to particular risks.
Adverse regulatory, legal or other developments could have a material adverse effect on our business and expose the Company to negative publicity and reputational harm. 27 RISKS RELATING TO OUR CONSULTING SEGMENT Our Consulting segment, conducted through Mercer and Marsh Management Consulting, represented 36% of our total revenue in 2025. Our businesses in this segment are subject to particular risks.
The Company has significant defined benefit pension obligations to its current and former employees, totaling approximately $11.4 billion, and related plan assets of approximately $12.6 billion, at December 31, 2024 in accordance with U.S. GAAP.
The Company has significant defined benefit pension obligations to its current and former employees, totaling approximately $11.7 billion, and related plan assets of approximately $13.1 billion, at December 31, 2025 in accordance with U.S. GAAP.
Bribery Act 2010; • limitations or restrictions that foreign or U.S. governments and regulators may impose on the products or services we sell, the methods by which we sell our products and services and the manner in which and the amounts we are compensated; • potential limitations or difficulties in protecting our intellectual property in various foreign jurisdictions; • limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries; • engaging and relying on third parties to perform services on behalf of the Company; and • potential difficulties in monitoring employees in geographically dispersed locations. 29 RISKS RELATING TO OUR RISK AND INSURANCE SERVICES SEGMENT Our Risk and Insurance Services segment, conducted through Marsh and Guy Carpenter, represented 63% of the Company's total revenue in 2024.
Bribery Act 2010; • limitations or restrictions that foreign or U.S. governments and regulators may impose on the products or services we sell, the methods by which we sell our products and services and the manner in which and the amounts we are compensated; • potential limitations or difficulties in protecting our intellectual property in various foreign jurisdictions; • limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries; • engaging and relying on third parties to perform services on behalf of the Company; and • potential difficulties in monitoring employees in geographically dispersed locations.
For example, in late 2023 the New York State Department of Financial Services (NYDFS) issued amendments to its previous cybersecurity regulations which imposed obligations on companies such as Marsh McLennan, including for example, requiring companies to provide evidence of how they are implementing their data retention, data governance and data classifications policies and procedures.
For example, in November 2025, the final amendments made by the New York State Department of Financial Services (NYDFS) to its previous cybersecurity regulations came into effect, which imposed obligations on companies such as Marsh, including for example, requiring companies to provide evidence of how they are implementing their data retention, data governance and data classifications policies and procedures.
We have a history of making acquisitions and investments, including a total of 86 in the period from 2020 to 2024, including our recent acquisition of McGriff Insurance Services, LLC ("McGriff") and Gerolamo Holding S.À.R.L. ("Cardano").
We have a history of making acquisitions and investments, including a total of 102 in the period from 2021 to 2025, including our acquisitions of McGriff Insurance Services, LLC ("McGriff") and Gerolamo Holding S.À.R.L. ("Cardano").
The risk of business disruption is more pronounced in certain geographic areas, including major metropolitan centers, like New York or London, where we have significant operations and approximate ly 3,900 and 5,800 colleagues in those respective locations, and in certain countries and regions, such as India, in which we operate or are investing additional capabilities that are subject to higher potential threat of terrorist attacks or military conflicts.
The risk of business disruption is more pronounced in certain geographic areas, including major metropolitan centers, like New York or London, where we have significant operations and approximately 3,800 and 5,700 colleagues in those respective locations, and in certain countries and regions, such as I ndia, Colombia, Eastern Europe and 21 Southeast Asia, in which we operate or are investing additional capabilities that are subject to higher potential threat of terrorist attacks or geopolitical conflicts.
Quarterly variations in revenues and operating results may occur due to several factors.
Our quarterly revenues and profitability may fluctuate significantly. Quarterly variations in revenues and operating results may occur due to several factors.
Mercer or its clients may be subject to claims or class action litigation relating to advice given or investment decisions made by plan sponsors and plan fiduciaries, particularly relating to 401(k) plans in the U.S. or pension schemes in the U.K. These risks, if realized, could result in significant liability and damage our business.
Mercer or its clients may be subject to claims or class action litigation relating to advice given or investment decisions made by plan sponsors and plan fiduciaries, particularly relating to 401(k) plans in the U.S. or pension schemes in the U.K.
Some security patches may not be compatible with other software running on our systems and therefore may not be able to be deployed. We are also dependent on third party vendors to keep their systems patched and secure in order to protect our data.
Some security patches may not be compatible with other software running on our systems and therefore may not be able to be deployed. We are also dependent on third party vendors to keep their systems patched and secure in order to protect our data. Any failure related to these activities could have a material adverse effect on our business.
With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation, doing so quickly and without requiring deep technical understanding of potential exploits. In addition, increasing use of generative AI models in our internal systems may create new attack methods for adversaries.
With generative AI, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation, doing so quickly and without requiring deep technical understanding of potential exploits.
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. 24 As we do not control many of the actions of these third parties, we are subject to the risk that their decisions or operations may adversely impact us and replacing these service providers could create significant delay in services or operations and additional expense.
As we do not control many of the actions of these third parties, we are subject to the risk that their decisions or operations may adversely impact us and replacing these service providers could create significant delay in services or operations and additional expense.
Failure to maintain our corporate culture could adversely affect our business and reputation. We strive to foster a culture in which our colleagues act with integrity and feel comfortable speaking up about potential misconduct.
We strive to foster a culture in which our colleagues act with integrity and feel comfortable speaking up about potential misconduct.
Privacy or AI-related legal or regulatory violations, including unauthorized use disclosure or transfer of sensitive, personal or confidential client or Company data, whether through systems failure, employee negligence, fraud or misappropriation, by the Company, our vendors or other parties with whom we do business (if they fail to meet the standards we impose) could damage our reputation and subject us to significant litigation, monetary damages, regulatory enforcement actions, fines and criminal prosecution in one or more jurisdictions where we operate.
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. 17 Privacy or AI-related legal or regulatory violations, including unauthorized use disclosure or transfer of sensitive, personal or confidential client or Company data, whether through systems failure, employee negligence, fraud or misappropriation, by the Company, our vendors or other parties with whom we do business (if they fail to meet the standards we impose) could damage our reputation and subject us to significant litigation, monetary damages, regulatory enforcement actions, fines and criminal prosecution in one or more jurisdictions where we operate.
As a result, we are subject to a variety of laws and regulations in the U.S., Europe and around the world regarding privacy, data protection, data security and cyber security. These laws and regulations are continuously evolving and developing.
We collect data from clients and individuals located all over the world and leverage systems and teams to process it. As a result, we are subject to a variety of laws and regulations in the U.S., Europe and around the world regarding privacy, data protection, data security and cyber security. These laws and regulations are continuously evolving and developing.
Macroeconomic or geopolitical conditions, such as a slower economic growth or recession, the war in Ukraine and the conflict throughout the Middle East, inflationary pressures or supply chain challenges, could result in financial difficulties for our clients, which could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance or default on their payment obligations to us.
At December 31, 2025, our receivables for our commissions and fees were approximately $7.0 billion, or approximately one-quarter of our total annual revenues, and portions of our receivables are increasingly concentrated in certain businesses and geographies. 22 Macroeconomic or geopolitical conditions, such as a slower economic growth or recession, the war in Ukraine and the conflict throughout the Middle East, inflationary pressures or supply chain challenges, could result in financial difficulties for our clients, which could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance or default on their payment obligations to us.
Improper collection, use, disclosure, cross border transfer, retention and other processing of confidential, personal, or proprietary data could result in regulatory scrutiny, legal and financial liability, or harm to our reputation.
Improper collection, use, disclosure, cross border transfer, retention and other processing of confidential, personal, or proprietary data could result in regulatory scrutiny, legal and financial liability, or harm to our reputation. In operating our business and providing services and solutions to clients, we store and transfer sensitive employee and client data, including personal data, in and across multiple jurisdictions.
Revenues for the services provided by our Consulting segment may decline for various reasons, including as a result of changes in economic conditions, the value of equity, debt and other asset classes, our clients’ or an industry's financial condition or government regulation or an accelerated trend away from actively managed investments to passively managed investments.
Negative publicity may adversely affect our business and damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny, including as a result of the revenue our businesses receive from healthcare-related services including our consulting advice to clients from different areas of the healthcare industry. 28 Revenues for the services provided by our Consulting segment may decline for various reasons, including as a result of changes in economic conditions, the value of equity, debt and other asset classes, our clients’ or an industry's financial condition or government regulation or an accelerated trend away from actively managed investments to passively managed investments.
Because we do not determine the timing or extent of premium pricing changes, it is difficult to accurately forecast our commission revenues, including whether they will significantly decline.
The reduction of these commission rates, along with general volatility or declines in premiums, may significantly affect our revenue and profitability. Because we do not determine the timing or extent of premium pricing changes, it is difficult to accurately forecast our commission revenues, including whether they will significantly decline.
Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our environmental, social and governance (ESG) practices and disclosure may impose additional costs on us or expose us to new or additional risks. There is continued focus, including from governmental organizations, regulators, investors, colleagues and clients, on ESG and sustainability issues.
Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our business responsibility practices and disclosure may impose additional costs on us or expose us to new or additional risks.
If a colleague joins us from a competitor and is subject to enforceable restrictive covenants, we may not be able to secure client engagements or maximize the colleague's potential. In addition, regulation or legislation impacting the workforce, such as the proposed U.S. Federal Trade Commission rule regarding noncompete clauses, may lead to increased uncertainty and competition for talent.
If a colleague joins us from a competitor and is subject to enforceable restrictive covenants, we may not be able to secure client engagements or maximize the colleague's potential. In addition, regulation or legislation impacting the workforce may lead to increased uncertainty and competition for talent. Failure to maintain our corporate culture could adversely affect our business and reputation.
Current tax legislation includes, among other provisions, limitations on the deductibility of net interest expense, a minimum tax on most non-U.S. income called Global Intangible Low-Taxed Income ("GILTI"), and the Base Erosion and Anti-Abuse Tax ("BEAT"). In addition, a recently enacted book minimum tax could increase the impact of these provisions on our income tax expense.
Current tax legislation includes, among other provisions, limitations on the deductibility of net interest expense, a minimum tax on most non-U.S. income called Net Controlled Foreign Corporation Tested Income ("NCTI") (formerly known as Global Intangible Low-Taxed Income (“GILTI”), the Base Erosion and Anti-Abuse Tax ("BEAT") and a corporate book minimum tax ("CAMT").
Moreover, public opinion and potential legal actions regarding ESG-related initiatives remain highly dynamic and can vary across stakeholders and geographies.
Moreover, public opinion and potential legal actions regarding business responsibility initiatives remain highly dynamic and can vary across stakeholders and geographies. Balancing these competing expectations globally is complex.
Changes 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 particular, the financial and operational impact of complying with laws and regulations has increased in the current global environment of increased regulatory activity and enforcement. Changes 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.
Given the judgment involved in estimating and establishing such liabilities, as well as the unpredictability of E&O claims and the litigation that can flow from them, it is possible that an adverse outcome in a particular matter could have a material adverse effect on the Company's business, results of operations or financial condition. 15 We cannot guarantee that we are or will be in compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate could have a material adverse effect on our business.
Given the judgment involved in estimating and establishing such liabilities, as well as the unpredictability of E&O claims and the litigation that can flow from them, it is possible that an adverse 11 outcome in a particular matter could have a material adverse effect on the Company's business, results of operations or financial condition.
As a U.S.-domiciled company, any such increases would likely have a disproportionate impact on us compared to our foreign-based competitors. Global Operations We are exposed to multiple risks associated with the global nature of our operations. We conduct business globally.
As a U.S.-domiciled company, any such increases would likely have a disproportionate impact on us compared to our foreign-based competitors. We may not be able to fully realize the benefits of our Thrive program and Business Client Services.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program has been designed based on industry standards, such as the National Institute of Standards and Technology Cybersecurity 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.
Biggest changeOur cybersecurity risk management program has been designed based on industry standards, such as the National Institute of Standards and Technology Cybersecurity 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. 30 Our cybersecurity risk management program is coordinated by cross-functional teams, including risk management, legal and compliance, business resiliency management and information security.
In 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.
In 2025, 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.
Management, including the CIO and CISO, regularly reviews with the Board of Directors and the Audit Committee the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provides updates on notable developments in the cybersecurity threat landscape.
Management, including the CIOO and CISO/CTO, regularly reviews with the Board of Directors and the Audit Committee the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provides updates on notable developments in the cybersecurity threat landscape.
However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity threat or incident. For more information about these risks, please see “Risk Factors – Cybersecurity, Data Protection and Technology Risks” in this annual report on Form 10-K. 34
However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity threat or incident. For more information about these risks, please see "Risk Factors – Cybersecurity, Data Protection and Technology Risks" in this annual report on Form 10-K. 31
Management’s efforts include establishing processes designed to ensure that potential cybersecurity risks are monitored, putting in place mitigation and remedial measures and implementing and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Chief Information Security Officer (CISO), who reports to our Chief Information Officer (CIO).
Management’s efforts include establishing processes designed to ensure that potential cybersecurity risks are monitored, putting in place mitigation and remedial measures and implementing and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Chief Information Security Officer & Chief Technology Officer (CISO/CTO), who reports to our Chief Information & Operations Officer (CIOO).
Our CIO has significant expertise and over a decade of experience working in technology. Our CISO has over twenty years of experience working in cybersecurity and maintains a Certified Information Systems Security Professional certification. Our CISO and CIO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Our CIOO has significant expertise and over a decade of experience working in technology. Our CISO/CTO has over two decades of experience working in cybersecurity and maintains a Certified Information Systems Security Professional certification. Our CISO/CTO and CIOO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Our cybersecurity risk management program is coordinated by cross-functional teams, including risk management, legal and compliance, business resiliency management and information security. These teams develop, implement and maintain our compliance policies, programs and training, business resiliency, disaster 33 recovery and information security frameworks, solutions and procedures.
These teams develop, implement and maintain our compliance policies, programs and training, business resiliency, disaster recovery and information security frameworks, solutions and procedures.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAdditional information regarding certain legal proceedings and related matters is set forth in Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements appearing under Part II, Item 8 ("Financial Statements and Supplementary Data") of this report.
Biggest changeAdditional information regarding certain legal proceedings and related matters is set forth in Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements appearing under Part II, Item 8 ("Financial Statements and Supplementary Data") of this annual report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Company repurchased approximately 4.3 million shares of its common stock for $900 million in 2024. At December 31, 2024, the Company remained authorized to repurchase up to approximately $2.3 billion in shares of its common stock. There is no time limit on the authorization.
Biggest changeAt December 31, 2025, the Company remained authorized to repurchase up to approximately $5.7 billion in shares of its common stock. There is no time limit on the authorization. The Company repurchased approximately 4.3 million shares of its common stock for $900 million in 2024.
The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock in 2024 and 2023, and each quarterly period thereof: 2024 Stock Price Range 2023 Stock Price Range High Low High Low First Quarter $209.20 $188.31 $176.85 $151.86 Second Quarter $216.89 $196.17 $189.02 $165.86 Third Quarter $232.32 $209.55 $199.20 $183.81 Fourth Quarter $235.50 $209.34 $202.81 $184.02 Full Year $235.50 $188.31 $202.81 $151.86 The Company has a share repurchase program authorized by the Board of Directors.
The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock in 2025 and 2024, and each quarterly period thereof: 2025 Stock Price Range 2024 Stock Price Range High Low High Low First Quarter $245.98 $207.21 $209.20 $188.31 Second Quarter $248.00 $209.92 $216.89 $196.17 Third Quarter $219.71 $195.01 $232.32 $209.55 Fourth Quarter $207.83 $174.18 $235.50 $209.34 Full Year $248.00 $174.18 $235.50 $188.31 The Company has a share repurchase program authorized by the Board of Directors.
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company’s common stock is listed on the New York and Chicago Stock Exchanges. Effective as of November 27, 2023, the Company’s common stock was delisted from the London Stock Exchange.
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company’s common stock is listed on the New York Stock Exchange and NYSE Texas. On January 14, the Company's stock ticker symbol on the NYSE changed to MRSH.
Removed
The Company repurchased approximately 6.4 million shares of its common stock for $1.15 billion in 2023. There were no repurchases of the Company's common stock during the fourth quarter of 2024. At February 6, 2025, there were 3,841 stockholders of record.
Added
In November 2025, the Board of Directors of the Company authorized the Company to repurchase up to $6 billion in shares of the Company's common stock, which superseded any prior authorizations. The Company repurchased approximately 10.1 million shares of its common stock for $2.0 billion in 2025.
Added
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, 2025 1,650,859 $ 188.5986 1,650,859 $ 952,741,444 Nov 1-30, 2025 2,520,061 $ 180.1451 2,520,061 $ 5,910,018,670 Dec 1-31, 2025 1,274,980 $ 184.0604 1,274,980 $ 5,675,345,321 Total 5,445,900 $ 183.6243 5,445,900 $ 5,675,345,321 At February 5, 2026, there were 3,648 stockholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables present the Company's non-GAAP revenue for the years ended December 31, 2024 and 2023 and the related non-GAAP underlying revenue change: Year Ended December 31, (In millions, except percentages) GAAP Revenue % Change GAAP Revenue* Non-GAAP Revenue Non-GAAP Underlying Revenue* 2024 2023 2024 2023 Risk and Insurance Services 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 % Fiduciary interest income 497 453 493 453 Total Risk and Insurance Services 15,395 14,089 9 % 15,082 14,016 8 % Consulting Mercer 5,743 5,587 3 % 5,629 5,338 5 % Oliver Wyman Group 3,390 3,122 9 % 3,294 3,120 6 % Total Consulting 9,133 8,709 5 % 8,923 8,458 6 % Corporate Eliminations (70) (62) (70) (62) Total Revenue $ 24,458 $ 22,736 8 % $ 23,935 $ 22,412 7 % The following table provides more detailed revenue information for certain of the components presented in the previous table: Year Ended December 31, (In millions, except percentages) GAAP Revenue % Change GAAP Revenue* Non-GAAP Revenue Non-GAAP Underlying Revenue* 2024 2023 2024 2023 Marsh: EMEA $ 3,530 $ 3,262 8 % $ 3,521 $ 3,259 8 % Asia Pacific 1,414 1,295 9 % 1,373 1,295 6 % Latin America 575 559 3 % 613 559 10 % 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 % Mercer: Wealth $ 2,584 $ 2,507 3 % $ 2,455 $ 2,361 4 % Health 2,100 2,061 2 % 2,115 1,958 8 % Career 1,059 1,019 4 % 1,059 1,019 4 % Total Mercer $ 5,743 $ 5,587 3 % $ 5,629 $ 5,338 5 % (*) Rounded to whole percentages. 41 Revenue – Reconciliation of Non-GAAP Measures The following table provides the reconciliation of GAAP revenue to Non-GAAP revenue for the years ended December 31, 2024 and 2023: 2024 2023 Year Ended December 31, (In millions) 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 The following table provides more detailed revenue information for certain of the components presented in the previous table: 2024 2023 Year Ended December 31, (In millions) 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 legal settlement with a competitor of $58 million, excluding legal fees.
Biggest changeThe following tables present the Company's non-GAAP revenue for the years ended December 31, 2025 and 2024 and the related non-GAAP underlying revenue change: Year Ended December 31, (In millions, except percentages) GAAP Revenue % Change GAAP Revenue* Non-GAAP Revenue Non-GAAP Underlying Revenue* 2025 2024 2025 2024 Risk and Insurance Services Marsh Risk $ 14,366 $ 12,536 15 % $ 13,055 $ 12,519 4 % Guy Carpenter 2,496 2,362 6 % 2,479 2,362 5 % Subtotal 16,862 14,898 13 % 15,534 14,881 4 % Fiduciary interest income 403 497 387 497 Total Risk and Insurance Services 17,265 15,395 12 % 15,921 15,378 4 % Consulting Mercer 6,190 5,743 8 % 5,916 5,700 4 % Marsh Management Consulting 3,604 3,390 6 % 3,553 3,353 6 % Total Consulting 9,794 9,133 7 % 9,469 9,053 5 % Corporate Eliminations (78) (70) (78) (70) Total Revenue $ 26,981 $ 24,458 10 % $ 25,312 $ 24,361 4 % The following table provides more detailed revenue information for certain of the components presented in the previous table: Year Ended December 31, (In millions, except percentages) GAAP Revenue % Change GAAP Revenue* Non-GAAP Revenue Non-GAAP Underlying Revenue* 2025 2024 2025 2024 Marsh Risk: EMEA $ 3,812 $ 3,530 8 % $ 3,757 $ 3,530 6 % Asia Pacific 1,460 1,414 3 % 1,466 1,408 4 % Latin America 571 575 (1) % 585 575 2 % Total International 5,843 5,519 6 % 5,808 5,513 5 % U.S./Canada 8,523 7,017 21 % 7,247 7,006 3 % Total Marsh Risk $ 14,366 $ 12,536 15 % $ 13,055 $ 12,519 4 % Mercer: Wealth $ 2,819 $ 2,584 9 % $ 2,611 $ 2,505 4 % Health 2,284 2,100 9 % 2,267 2,136 6 % Career 1,087 1,059 3 % 1,038 1,059 (2) % Total Mercer $ 6,190 $ 5,743 8 % $ 5,916 $ 5,700 4 % (*) Rounded to whole percentages. 37 Revenue – Reconciliation of Non-GAAP Measures The following table provides the reconciliation of GAAP revenue to Non-GAAP revenue for the years ended December 31, 2025 and 2024: 2025 2024 Year Ended December 31, (In millions) 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 Risk (a) $ 14,366 $ (28) $ (1,283) $ 13,055 $ 12,536 $ (17) $ 12,519 Guy Carpenter 2,496 3 (20) 2,479 2,362 — 2,362 Subtotal 16,862 (25) (1,303) 15,534 14,898 (17) 14,881 Fiduciary interest income 403 — (16) 387 497 — 497 Total Risk and Insurance Services 17,265 (25) (1,319) 15,921 15,395 (17) 15,378 Consulting Mercer (b) 6,190 (41) (233) 5,916 5,743 (43) 5,700 Marsh Management Consulting (c) 3,604 (38) (13) 3,553 3,390 (37) 3,353 Total Consulting 9,794 (79) (246) 9,469 9,133 (80) 9,053 Corporate Eliminations (78) — — (78) (70) — (70) Total Revenue $ 26,981 $ (104) $ (1,565) $ 25,312 $ 24,458 $ (97) $ 24,361 The following table provides more detailed revenue information for certain of the components presented in the previous table: 2025 2024 Year Ended December 31, (In millions) GAAP Revenue Currency Impact Acquisitions/ Dispositions/ Other Impact Non-GAAP Revenue GAAP Revenue Acquisitions/ Dispositions/ Other Impact Non-GAAP Revenue Marsh Risk: EMEA $ 3,812 $ (52) $ (3) $ 3,757 $ 3,530 $ — $ 3,530 Asia Pacific 1,460 5 1 1,466 1,414 (6) 1,408 Latin America 571 11 3 585 575 — 575 Total International 5,843 (36) 1 5,808 5,519 (6) 5,513 U.S./Canada (a) 8,523 8 (1,284) 7,247 7,017 (11) 7,006 Total Marsh Risk $ 14,366 $ (28) $ (1,283) $ 13,055 $ 12,536 $ (17) $ 12,519 Mercer: Wealth (b) $ 2,819 $ (25) $ (183) $ 2,611 $ 2,584 $ (79) $ 2,505 Health (b) 2,284 (4) (13) 2,267 2,100 36 2,136 Career 1,087 (12) (37) 1,038 1,059 — 1,059 Total Mercer $ 6,190 $ (41) $ (233) $ 5,916 $ 5,743 $ (43) $ 5,700 (a) Acquisitions, dispositions and other in 2025 includes the impact of McGriff.
Marsh and Guy Carpenter receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others. The investment of fiduciary funds is regulated by state and other insurance authorities. These regulations typically require segregation of fiduciary funds and limit the types of investments that may be made.
Marsh Risk and Guy Carpenter receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others. The investment of fiduciary funds is regulated by state and other insurance authorities. These regulations typically require segregation of fiduciary funds and limit the types of investments that may be made.
The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly. 49 The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available or in certain other circumstances, in which an alternative rate may be required.
The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly. The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available or in certain other circumstances, in which an alternative rate may be required.
Interest expense in 2024 includes $26 million of financing costs, primarily related to customary upfront fees for the Commitment Letter. Investment Income The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments.
Interest expense in 2024 includes $26 million of financing costs, primarily related to customary upfront fees for the Commitment Letter. 42 Investment Income The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments.
In June 2024, the Company repaid $600 million of 3.50% senior notes at maturity. In March 2024, the Company repaid $1 billion of 3.875% senior notes at maturity. In February 2024, the Company issued $500 million of 5.150% senior notes due 2034 and $500 million of 5.450% senior notes due 2054.
In June 2024, the Company repaid $600 million of 3.500% senior notes at maturity. In March 2024, the Company repaid $1 billion of 3.875% senior notes at maturity. In February 2024, the Company issued $500 million of 5.150% senior notes due 2034 and $500 million of 5.450% senior notes due 2054.
This other compensation includes, among other things, payments for consulting and analytics services provided to insurers; compensation for administrative and other services (including fees for underwriting services and services provided to or on behalf of insurers relating to the administration and management of quota shares, panels and other facilities in which insurers participate); and contingent commissions, which are paid by insurers based on factors such as volume or profitability of Marsh's placements, primarily driven by Marsh McLennan Agency ("MMA") and parts of Marsh's international operations.
This other compensation includes, among other things, payments for consulting and analytics services provided to insurers; compensation for administrative and other services (including fees for underwriting services and services provided to or on behalf of insurers relating to the administration and management of quota shares, panels and other facilities in which insurers participate), and contingent commissions, which are paid by insurers based on factors such as volume or profitability of Marsh Risk's placements, primarily driven by Marsh McLennan Agency ("MMA") and parts of Marsh Risk's international operations.
The assumptions used in the calculation of net periodic benefit (credit) cost and pension liabilities are disclosed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements. 53 The long-term rate of return on plan assets assumption is determined for each plan based on the facts and circumstances that exist as of the measurement date, and the specific portfolio mix of each plan’s assets.
The assumptions used in the calculation of net periodic benefit (credit) cost and pension liabilities are disclosed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements. 50 The long-term rate of return on plan assets assumption is determined for each plan based on the facts and circumstances that exist as of the measurement date, and the specific portfolio mix of each plan’s assets.
The Company completed its qualitative assessment in the third quarter of 2024, updated for significant considerations at year-end, and concluded that goodwill was not impaired. Purchase Price Allocation Assets acquired and liabilities assumed, including contingent consideration, as part of a business acquisition are generally recorded at their fair value at the date of acquisition.
The Company completed its qualitative assessment in the third quarter of 2025, updated for significant considerations at year-end, and concluded that goodwill was not impaired. Purchase Price Allocation Assets acquired and liabilities assumed, including contingent consideration, as part of a business acquisition are generally recorded at their fair value at the date of acquisition.
Interest income from these investments varies depending on the amount of funds invested and 43 applicable interest rates, both of which vary from time to time. For presentation purposes, fiduciary interest income is segregated from the other revenues of Marsh and Guy Carpenter and separately presented within the segment, as shown in the previous revenue by segments tables.
Interest income from these investments varies depending on the amount of funds invested and applicable interest rates, both of which vary from time to time. For presentation purposes, fiduciary interest income is segregated from the other revenues of Marsh Risk and Guy Carpenter and separately presented within the segment, as shown in the previous revenue by segments tables.
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, 2023. This MD&A contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Refer to "Information Concerning Forward-Looking Statements" at the outset of this report.
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, 2024. This MD&A contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Refer to "Information Concerning Forward-Looking Statements" at the outset of this report.
Revenue for Mercer’s investment management business and certain of Mercer’s defined benefit and contribution administration services consists principally of fees based on assets under management or administration. For a majority of the Mercer-managed investment funds, revenue is recorded on a gross basis with sub-advisor fees included in other operating expenses.
Revenue for Mercer’s investment management business and certain of Mercer’s defined benefit and contribution administration services consists principally of fees based on assets under management or administration. For a majority of the Mercer-managed investment funds, revenue is reported on a gross basis with sub-advisor fees included in other operating expenses.
The tax rates in both years reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, enacted tax legislation, changes in uncertain tax positions, deferred tax adjustments, non-taxable adjustments related to contingent consideration for acquisitions, return to provision adjustments, and valuation allowances for certain tax credits.
The tax rates in both years reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, enacted tax legislation, changes in uncertain tax positions, deferred tax adjustments, non-taxable adjustments related to contingent consideration for acquisitions, return to provision adjustments, and valuation allowances for certain tax attributes.
A reconciliation of segment operating income to total operating income is included in Note 17, Segment Information, in the notes to the consolidated financial statements included in Part II, Item 8, of this report. For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal year 2022, refer to "Item 7.
A reconciliation of segment operating income to total operating income is included in Note 17, Segment Information, in the notes to the consolidated financial statements included in Part II, Item 8, of this report. For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal year 2023, refer to "Item 7.
The key assumptions and sensitivity to changes in the assumed health care cost trend rate are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements. 54 Income Taxes Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions.
The key assumptions and sensitivity to changes in the assumed health care cost trend rate are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements. 51 Income Taxes Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions.
In addition to compensation from its clients, Marsh also receives other compensation, separate from retail fees and commissions, from insurance companies.
In addition to compensation from its clients, Marsh Risk also receives other compensation, separate from retail fees and commissions, from insurance companies.
New Accounting Pronouncements Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements contains a summary of the Company’s significant accounting policies, including a discussion of recently issued accounting pronouncements and their impact or potential future impact on the Company’s financial results, if determinable, under the sub-heading "New Accounting Pronouncements." 56
New Accounting Pronouncements Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements contains a summary of the Company’s significant accounting policies, including a discussion of recently issued accounting pronouncements and their impact or potential future impact on the Company’s financial results, if determinable, under the sub-heading "New Accounting Pronouncements." 53
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").
Bridge Loan Commitment Letter 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 following table shows the weighted average assumed rate of return and the discount rate at the December 31, 2024 measurement date used to measure pension expense in 2025 for the total Company, the U.S. and the Rest of World ("ROW"). Total Company U.S.
The following table shows the weighted average assumed rate of return and the discount rate at the December 31, 2025 measurement date used to measure pension expense in 2026 for the total Company, the U.S. and the Rest of World ("ROW"). Total Company U.S.
The increase in the non-U.S. plans is primarily due to lower than expected returns on plan assets partly offset by increases in the discount rates used to measure plan liabilities and the impact of foreign exchange.
The increase in the non-U.S. plans is primarily due to lower than expected returns on plan assets and the impact of foreign exchange, partially offset by increases in the discount rates used to measure plan liabilities.
The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company’s consolidated results for fiscal year 2024, compared to the results for fiscal year 2023, and should be read in conjunction with the consolidated financial statements and notes.
The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company’s consolidated results for fiscal year 2025, compared to the results for fiscal year 2024, and should be read in conjunction with the consolidated financial statements and notes.
Outside the U.S., the Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 78% of non-U.S. plan assets at December 31, 2024.
Outside the U.S., the Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 78% of non-U.S. plan assets at December 31, 2025.
For more information about these risks, please see “Risk Factors – Macroeconomic Risks” in this annual report on Form 10-K. For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.
For more information about these risks, please see "Risk Factors – Macroeconomic Risks" in this annual report on Form 10-K. For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.
The Company used cash of $270 million and $271 million related to its restructuring activities in 2024 and 2023, respectively. Pension Related Items Contributions The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in accordance with applicable law.
The Company used cash of $205 million and $270 million related to its restructuring activities in 2025 and 2024, respectively. Pension Related Items Contributions The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in accordance with applicable law.
Continued strengthening of the U.S. dollar against foreign currencies would further decrease the translated U.S. dollar value of the Company’s net investments in its non-U.S. subsidiarie s, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries. Cash and cash equivalents on our consolidated balance sheets includes funds available for general corporate purposes.
Continued weakening of the U.S. dollar against foreign currencies would further increase the translated U.S. dollar value of the Company’s net investments in its non-U.S. subsidiarie s, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries. Cash and cash equivalents on our consolidated balance sheets includes funds available for general corporate purposes.
In the past several years, the amount of unamortized losses has been significantly impacted, both positively and negatively, by actual asset performance and changes in discount rates. The discount rate used to measure plan liabilities for the Company's U.S. and U.K. plans increased in 2024, decreased in 2023 and increased in 2022.
In the past several years, the amount of unamortized losses has been significantly impacted, both positively and negatively, by actual asset performance and changes in discount rates. The discount rate used to measure plan liabilities in 2025 decreased for the Company's U.S. plans and increased for U.K. plans.
The table does not include the liability for unrecognized tax benefits of $112 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $54 million that may become payable within one year.
The table does not include the liability for unrecognized tax benefits of $109 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $59 million that may become payable within one year.
The Company expects to continue its practice of repatriating available funds from its non-U.S. operating subsidiaries out of current annual earnings. Where appropriate, a portion of the current year earnings will continue to be permanently reinvested. In 2024, the Company recorded foreign currency translation adjustments which decreased net equity by $569 million.
The Company expects to continue its practice of repatriating available funds from its non-U.S. operating subsidiaries out of current annual earnings. Where appropriate, a portion of the current year earnings will continue to be permanently reinvested. In 2025, the Company recorded foreign currency translation adjustments which increased net equity by $900 million.
At the end of 2024, the actual allocation for the U.K. plans was 12% equities and equity alternatives and 88% fixed income. The discount rate selected for each U.S. plan is based on a model bond portfolio with coupons and redemptions that closely match the expected liability cash flows from the plan.
At the end of 2025, the actual allocation for the U.K. plans was 8% equities and equity alternatives and 92% fixed income. The discount rate selected for each U.S. plan is based on a model bond portfolio with coupons and redemptions that closely match the expected liability cash flows from the plan.
Assumed rate of return on plan assets $ (23) $ (43) $ 23 $ 43 Discount rate $ — $ 3 $ — $ — The impact of discount rate changes relates to the increase or decrease in actuarial gains or losses being amortized through net periodic benefit (credit) cost, as well as the increase or decrease in interest expense, with all other facts and assumptions held constant.
Assumed rate of return on plan assets $ (22) $ (41) $ 22 $ 41 Discount rate $ — $ (1) $ (1) $ 1 The impact of discount rate changes relates to the increase or decrease in actuarial gains or losses being amortized through net periodic benefit (credit) cost, as well as the increase or decrease in interest expense, with all other facts and assumptions held constant.
Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue. Non-GAAP revenue measures the change in revenue from one period to the next by isolating these impacts on an underlying revenue basis.
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 revenue measures the change in revenue from one period to the next by isolating these impacts on an underlying revenue basis.
At December 31, 2024, the Company had approximately $1.4 billion of cash and cash equivalents in its foreign operations, which includes $428 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements.
At December 31, 2025, the Company had approximately $1.6 billion of cash and cash equivalents in its foreign operations, which includes $525 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements.
If the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets. The U.S. dollar value of t he Euro n otes decreased by $75 million in 2024 due to change in foreign exchange rates.
If the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets. The U.S. dollar value of t he Euro n otes increased by $149 million in 2025 due to the change in foreign exchange rates.
At December 31, 2024, the Company has commitments for potential future investments of approximately $117 million in private equity funds that invest primarily in financial services companies.
At December 31, 2025, the Company has commitments for potential future investments of approximately $101 million in private equity funds that invest primarily in financial services companies.
In the third quarter of 2024, the Company received closure notices and assessments from the U.K. tax authority in relation to its 2016-2020 examinations which disallowed certain interest expense deductions. The Company has appealed the assessments and resolving this matter through litigation or alternative dispute resolution may take several years.
In 2024, the Company received closure notices and assessments from the U.K. tax authority in relation to its 2016-2020 examinations which disallowed certain interest expense deductions. The Company has appealed the assessments and is prepared to resolve this matter through litigation or alternative dispute resolution, which may take several years.
The Company recorded net investment income of $12 million in 2024, compared to $5 million in 2023. The increase in 2024 is primarily driven by higher mark-to-market gains from the Company's investments compared to the prior year. Income and Other Taxes The Company's consolidated effective tax rate for 2024 and 2023 was 24.9% and 24.3%, respectively.
The Company recorded net investment income of $34 million in 2025, compared to $12 million in 2024. The increase in 2025 is primarily driven by higher mark-to-market gains from the Company's investments compared to the prior year. Income and Other Taxes The Company's consolidated effective tax rate for 2025 and 2024 was 23.6% and 24.9%, respectively.
The Company utilizes case level reviews by inside and outside counsel, an internal actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses. The liability is reviewed quarterly and adjusted based on claims developments.
The Company utilizes case level reviews by inside and outside counsel, an internal actuarial analysis by Marsh Management Consulting, a subsidiary of the Company, and other methods to estimate potential losses. The liability is reviewed quarterly and adjusted based on claims developments.
The table also does not include the remaining transitional tax payments related to the Tax Cuts and Jobs Act ("TCJA") of $48 million, which will be paid in installments from 2025 through 2026. 52 Management’s Discussion of Critical Accounting Estimates Management makes estimates and judgments that affect reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities.
The table also does not include the remaining transitional tax payments related to the Tax Cuts and Jobs Act (the "TCJA") of $13 million, which will be paid in 2026. 49 Management’s Discussion of Critical Accounting Estimates Management makes estimates and judgments that affect reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities.
ROW Assumed rate of return on plan assets 5.43 % 6.50 % 4.92 % Discount rate 5.36 % 5.76 % 5.09 % Holding all other assumptions constant, a 0.5 percentage point change in the rate of return on plan assets and discount rate assumptions would affect net periodic benefit (credit) cost for the U.S. and U.K. plans, which together comprise approximately 83% of total pension plan liabilities, as follows: 0.5 Percentage Point Increase 0.5 Percentage Point Decrease (In millions) U.S.
ROW Assumed rate of return on plan assets 5.94 % 6.50 % 5.68 % Discount rate 5.39 % 5.61 % 5.25 % Holding all other assumptions constant, a 0.5 percentage point change in the rate of return on plan assets and discount rate assumptions would affect net periodic benefit (credit) cost for the U.S. and U.K. plans, which together comprise approximately 83% of total pension plan liabilities, as follows: 0.5 Percentage Point Increase 0.5 Percentage Point Decrease (In millions) U.S.
Alternatively, the Company may elect to proceed directly to the quantitative goodwill impairment test. 55 In 2024, the Company performed a qualitative impairment assessment.
Alternatively, the Company may elect to proceed directly to the quantitative goodwill impairment test. 52 In 2025, the Company performed a qualitative impairment assessment.
In 2024, the Company's defined benefit pension plan assets had gains of 2.2% and losses of 5.0% in the U.S. and U.K., respectively, as compared to gains of 9.3% and 4.1% in the U.S. and U.K., respectively, in 2023.
In 2025, the Company's defined benefit pension plan assets had gains of 8.0% and 2.9% in the U.S. and U.K., respectively, as compared to gains of 2.2% and losses of 5.0% in the U.S. and U.K., respectively, in 2024.
The following amounts are included in the consolidated statements of cash flows as operating and financing activities: For the Years Ended December 31, (In millions) 2024 2023 2022 Operating: Contingent consideration payments for prior year acquisitions $ (92) $ (41) $ (38) Receipt of contingent consideration for dispositions — 1 — Acquisition/disposition related net charges for adjustments 15 29 49 Adjustments and payments related to contingent consideration $ (77) $ (11) $ 11 Financing: Contingent consideration for prior year acquisitions $ (74) $ (135) $ (32) Deferred consideration for prior year acquisitions (39) (67) (126) Payments of deferred and contingent consideration for acquisitions $ (113) $ (202) $ (158) Receipt of contingent consideration for dispositions $ 1 $ 2 $ 3 For acquisitions completed in 2024, and in prior years, remaining estimated future contingent payments of $161 million, and deferred consideration payments of $179 million, are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheets at December 31, 2024.
The following amounts are included in the consolidated statements of cash flows as operating and financing activities: For the Years Ended December 31, (In millions) 2025 2024 2023 Operating: Contingent consideration payments for prior year acquisitions $ (28) $ (92) $ (41) Receipt of contingent consideration for dispositions — — 1 Acquisition/disposition related net charges for adjustments 65 15 29 Adjustments and payments related to contingent consideration $ 37 $ (77) $ (11) Financing: Contingent consideration for prior year acquisitions $ (13) $ (74) $ (135) Deferred consideration for prior year acquisitions (54) (39) (67) Payments of deferred and contingent consideration for acquisitions $ (67) $ (113) $ (202) Receipt of contingent consideration for dispositions $ — $ 1 $ 2 For acquisitions completed in 2025 and in prior years, remaining estimated future contingent payments of $268 million, and deferred consideration payments of $169 million, are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheets at December 31, 2025.
The results of operations for the Risk and Insurance Services segment are as follows: (In millions, except percentages) 2024 2023 2022 Revenue $ 15,395 $ 14,089 $ 12,645 Compensation and benefits 8,499 7,702 7,101 Other operating expenses 2,531 2,442 2,455 Operating expenses 11,030 10,144 9,556 Operating income $ 4,365 $ 3,945 $ 3,089 Operating income margin 28.4 % 28.0 % 24.4 % Revenue Revenue in the Risk and Insurance Services segment increased $1.3 billion, or 9%, to $15.4 billion in 2024, compared to $14.1 billion in 2023.
The results of operations for the Risk and Insurance Services segment are as follows: (In millions, except percentages) 2025 2024 2023 Revenue $ 17,265 $ 15,395 $ 14,089 Compensation and benefits 9,711 8,499 7,702 Other operating expenses 2,918 2,531 2,442 Operating expenses 12,629 11,030 10,144 Operating income $ 4,636 $ 4,365 $ 3,945 Operating income margin 26.8 % 28.4 % 28.0 % Revenue Revenue in the Risk and Insurance Services segment increased $1.9 billion, or 12%, to $17.3 billion in 2025, compared to $15.4 billion in 2024.
Consolidated revenue increased 7% on an underlying basis and 1% from acquisitions. On an underlying basis, revenue increased 8% and 6% in 2024, in the Risk and Insurance Services and Consulting segments, respectively. Consolidated revenue growth in 2024 reflects the continued demand for our advice and solutions.
Consolidated revenue increased 4% on an underlying basis and 6% from acquisitions. On an underlying basis, revenue increased 4% and 5% in 2025, in the Risk and Insurance Services and Consulting segments, respectively. Consolidated revenue growth in 2025 reflects the continued demand for our advice and solutions.
In 2024, the Company made contributions of $32 million to its non-qualified plans and expects to contribute approximately $35 million in 2025 . The Company also made required contributions of $2 million to its U.S. qualified plans in 2024. In 2025, the Company is expected to be required to make contributions totaling $2 million to its U.S. qualified plans.
In 2025, the Company made contributions of $36 million to its non-qualified plans and expects to contribute approximately $34 million in 2026 . The Company also made required contributions of $2 million to its U.S. qualified plans in 2025. In 2026, the Company is expected to be required to make contributions totaling $33 million to its U.S. qualified plans.
Guy Carpenter's revenue in 2024 was $2.4 billion, an increase of 5%, or 8% on an underlying basis. • Consulting revenue in 2024 was $9.1 billion, an increase of 5%, or 6% on an underlying basis.
Guy Carpenter's revenue in 2025 was $2.5 billion, an increase of 6%, or 5% on an underlying basis. • Consulting revenue in 2025 was $9.8 billion, an increase of 7%, or 5% on an underlying basis.
Financing cash flows reflect an increase of $411 million in 2024 and a decrease of $255 million in 2023 related to fiduciary liabilities. Investing Cash Flows Net cash used for investing ac tivities amounted to $8.8 billion in 2024, compared with $1.4 billion used for investing activities in 2023.
Financing cash flows reflect an decrease of $382 million in 2025 and a increase of $411 million in 2024 related to fiduciary liabilities. 48 Investing Cash Flows Net cash used for investing ac tivities amounted to $845 million in 2025, compared with $8.8 billion used for investing activities in 2024.
In the second quarter of 2023, the Credit Facility was amended that borrowings under the Credit Facility bear interest at a rate per annum equal, at the Company's option, either at (a) Securities Overnight Financing Rate ("SOFR") benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings.
Borrowings under the Credit Facility bear interest at a rate per annum equal, at the Company's option, either at (a) the Secured Overnight Financing Rate ("SOFR") benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings.
The Company conclude d that the hedge was highly effective and recorded a decrease to accumulated other comprehensive loss for the year ended December 31, 2024 .
The Company conclude d that the hedge was highly effective and recorded an increase to accumulated other comprehensive loss for the year ended December 31, 2025 .
The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies. 37 Financial Highlights • Consolidated revenue in 2024 was $24.5 billion, an increase of 8%, or 7% on an underlying basis. • Consolidated operating income increased $535 million, or 10% to $5.8 billion in 2024, compared to 2023.
The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies. 34 Financial Highlights • Consolidated revenue in 2025 was $27.0 billion, an increase of 10%, or 4% on an underlying basis. • Consolidated operating income increased $406 million, or 7% to $6.2 billion in 2025, compared to 2024.
The results of operations for the Consulting segment are as follows: (In millions, except percentages) 2024 2023 2022 Revenue $ 9,133 $ 8,709 $ 8,139 Compensation and benefits 5,358 5,249 4,827 Other operating expenses 2,005 1,794 1,759 Operating expenses 7,363 7,043 6,586 Operating income $ 1,770 $ 1,666 $ 1,553 Operating income margin 19.4 % 19.1 % 19.1 % Revenue Consulting revenue increased $424 million, or 5%, to $9.1 billion in 2024, compared to $8.7 billion in 2023.
The results of operations for the Consulting segment are as follows: (In millions, except percentages) 2025 2024 2023 Revenue $ 9,794 $ 9,133 $ 8,709 Compensation and benefits 5,710 5,358 5,249 Other operating expenses 2,188 2,005 1,794 Operating expenses 7,898 7,363 7,043 Operating income $ 1,896 $ 1,770 $ 1,666 Operating income margin 19.4 % 19.4 % 19.1 % 41 Revenue Revenue in the Consulting segment increased $661 million, or 7%, to $9.8 billion in 2025, compared to $9.1 billion in 2024.
The remaining outflow of funds in 2024 related primarily to the acquisitions of Cardano, the Horton Group, and Fisher Brown Bottrell Insurance Inc., for $466 million, $384 million and $321 million, respectively. The outflow of funds in 2023 related primarily to the acquisitions of Honan Insurance Group, Graham Company and Westpac for $358 million, $307 million, and $232 million, respectively.
The remaining outflow of funds in 2024 related primarily to the acquisitions of Cardano, the Horton Group, and Fisher Brown Bottrell Insurance Inc., for $466 million, $384 million and $321 million, respectively.
At the end of 2024, the actual allocation for the U.S. plans was 51% equities and equity alternatives and 49% fixed income. The target asset allocation for the U.K. plans, which comprise approximately 78% of non-U.S. plan assets, is 12% equities and equity alternatives and 88% fixed income.
At the end of 2025, the actual allocation for the U.S. plans was 50% equities and equity alternatives and 50% fixed income. The target asset allocation for the U.K. plans, which comprise approximately 78% of non-U.S. plan assets, is 7% equities and equity alternatives and 93% fixed income.
Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 5, Acquisitions and Dispositions, in the notes to the consolidated financial statements. 39 Consolidated Results of Operations For the Years Ended December 31, (In millions, except per share data) 2024 2023 2022 Revenue $ 24,458 $ 22,736 $ 20,720 Expense: Compensation and benefits 13,996 13,099 12,071 Other operating expenses 4,645 4,355 4,369 Operating expenses 18,641 17,454 16,440 Operating income $ 5,817 $ 5,282 $ 4,280 Income before income taxes $ 5,480 $ 5,026 $ 4,082 Net income before non-controlling interests $ 4,117 $ 3,802 $ 3,087 Net income attributable to the Company $ 4,060 $ 3,756 $ 3,050 Net income per share attributable to the Company – Basic $ 8.26 $ 7.60 $ 6.11 – Diluted $ 8.18 $ 7.53 $ 6.04 Average number of shares outstanding: – Basic 492 494 499 – Diluted 496 499 505 Shares outstanding at December 31, 491 492 495 Consolidated operating income increased $535 million, or 10% to $5.8 billion in 2024, compared to $5.3 billion in the prior year, reflecting an 8% increase in revenue and a 7% increase in expenses.
Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 5, Acquisitions and Dispositions, in the notes to the consolidated financial statements. 35 Consolidated Results of Operations For the Years Ended December 31, (In millions, except per share data) 2025 2024 2023 Revenue $ 26,981 $ 24,458 $ 22,736 Expense: Compensation and benefits 15,577 13,996 13,099 Other operating expenses 5,181 4,645 4,355 Operating expenses 20,758 18,641 17,454 Operating income $ 6,223 $ 5,817 $ 5,282 Income before income taxes $ 5,539 $ 5,480 $ 5,026 Net income before non-controlling interests $ 4,234 $ 4,117 $ 3,802 Net income attributable to the Company $ 4,160 $ 4,060 $ 3,756 Net income per share attributable to the Company – Basic $ 8.48 $ 8.26 $ 7.60 – Diluted $ 8.43 $ 8.18 $ 7.53 Average number of shares outstanding: – Basic 491 492 494 – Diluted 494 496 499 Shares outstanding at December 31, 485 491 492 Consolidated operating income increased $406 million, or 7% to $6.2 billion in 2025, compared to $5.8 billion in 2024 , reflecting a 10% increase in revenue and an 11% increase in expenses.
Marsh and Guy Carpenter are compensated for brokerage and consulting services through commissions and fees. Commission rates and fees vary in amount and can depend on a number of factors, including the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients.
Commission rates and fees vary in amount and can depend on a number of factors, including the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients.
The major component of revenue in the Consulting business is fees paid by clients for advice and services. Mercer, principally through its health line of business, also earns revenue in the form of commissions received from insurance companies for the placement of group (and occasionally individual) insurance contracts, primarily life, health and accident coverages.
Mercer, principally through its health line of business, also earns revenue in the form of commissions received from insurance companies for the placement of group (and occasionally individual) insurance contracts, primarily health, life and accident coverages.
In 2024, the Company contributed $34 million to its U.S. defined benefit pension plans and $59 million to its non-U.S. defined benefit pension plans. In 2023, the Company contributed $33 million to its U.S. defined benefit pension plans and $78 million to its non-U.S. defined benefit pension plans.
In 2025, the Company contributed $38 million to its U.S. defined benefit pension plans and $44 million to its non-U.S. defined benefit pension plans. In 2024, the Company contributed $34 million to its U.S. defined benefit pension plans and $59 million to its non-U.S. defined benefit pension plans.
The Company continues to refine its integration plans as it relates to the acquisition of McGriff, which may change the timing and estimates of expected costs and payments.
The Company continues to refine its integration plans as it relates to the acquisition of McGriff, which may change the timing and estimates of expected costs and payments. Consulting The Company conducts business in its Consulting segment through Mercer and Marsh Management Consulting.
Net income attributable to the Company was $4.1 billion. Earnings per share on a diluted basis increased to $8.18 from $7.53, or 9%, compared with 2023. • Risk and Insurance Services revenue in 2024 was $15.4 billion, an increase of 9%, or 8% on an underlying basis.
Net income attributable to the Company was $4.2 billion. Earnings per share on a diluted basis increased to $8.43 from $8.18, or 3%, compared to 2024. • Risk and Insurance Services revenue in 2025 was $17.3 billion, an increase of 12%, or 4% on an underlying basis.
At December 31, 2024, the Company remained authorized by the Board of Directors to repurchase up to approximately $2.3 billion in shares of its common stock. There is no time limit on this author ization. In 2023, the Company repurchased 6.4 million shares of its common stock for $1.15 billion.
In 2025, the Company repurchased 10.1 million shares of its common stock for $2.0 billion. At December 31, 2025, the Company remained authorized by the Board of Directors to repurchase up to approximately $5.7 billion in shares of its common stock. There is no time limit on the authorization.
(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. 42 Consolidated Revenue Consolidated revenue increased $1.7 billion, or 8%, to $24.5 billion in 2024, compared to $22.7 billion in 2023.
(c) Acquisitions, dispositions and other in 2024 includes a gain of $20 million from the sale of a business in Marsh Management Consulting. Note: Amounts in the tables above are rounded to whole numbers. 38 Consolidated Revenue Consolidated revenue increased $2.5 billion, or 10%, to $27 billion in 2025, compared to $24.5 billion in 2024.
Operating Cash Flows The Company provided $4.3 billion of cash from operations both in 2024 and in 2023.
Operating Cash Flows The Company provided $5.3 billion of cash from operations in 2025 compared to $4.3 billion in 2024.
This reflects an increase of 5% on an underlying basis, partially offset by a decrease of 2% from dispositions and 1% from the impact of foreign currency translation . On an underlying basis, revenue increased 8% for Health, and 4% for each of Career and Wealth, as compared to the prior year.
This reflects an increase of 4% on an underlying basis, 3% from acquisitions, and 1% from the impact of foreign currency translation. On an underlying basis, revenue for Health and Wealth increased 6% and 4%, respectively, and decreased 2% in Career, as compared to the prior year.
This reflects an increase of 7% on an underlying basis and 3% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation. U.S./Canada rose 7% on an underlying basis. Total International produced underlying revenue growth of 8%, reflecting growth of 10% in Latin America, 8% in EMEA and 6% in Asia Pacific.
This reflects an increase of 4% on an underlying basis and 10% from acquisitions. U.S./Canada rose 3% on an underlying basis. Total International produced underlying revenue growth of 5%, reflecting growth of 6% in EMEA, 4% in Asia Pacific, and 2% in Latin America.
Purchase of remaining non-controlling interest In the second quarter of 2023, the Company purchased the remaining interest in a subsidiary for $139 million. 51 Fiduciary Liabilities Since fiduciary assets are not available for corporate use, fiduciary assets are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities.
Fiduciary Liabilities Since fiduciary assets are not available for corporate use, fiduciary assets are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities.
The effective tax rate is sensitive to the geographic mix of earnings and the cost to repatriate the Company's earnings, which may result in higher or lower effective tax rates. Therefore, a shift in the mix of profits among jurisdictions, or changes in the Company's repatriation strategy to access offshore cash, can affect the effective tax rate.
Therefore, a shift in the mix of profits among jurisdictions, or changes in the Company's repatriation strategy to access offshore cash, can affect the effective tax rate.
The Company continues to evaluate its global investment and repatriation strategy considering its capital requirements and potential costs of repatriation, which are generally limited to local country withholding taxes. 47 Liquidity and Capital Resources The Company is organized as a legal entity separate and distinct from its operating subsidiaries.
The Company continues to evaluate its global investment and repatriation strategy considering its capital requirements and potential costs of repatriation, which are generally limited to local country withholding taxes.
In March 2023, the Company issued $600 million of 5.450% senior notes due 2053. The Company used the net proceeds from these issuances for general corporate purposes. The Company's senior debt is currently rated A- by Standard & Poor's ("S&P"), A3 by Moody's, and A- by Fitch.
The Company used the net proceeds from these issuances for general corporate purposes. The Company's senior debt is currently rated A- by Standard & Poor's ("S&P"), A3 by Moody's, and A- by Fitch. The Company's short-term debt is currently rated A-2 by S&P, P-2 by Moody's, and F-2 by Fitch.
Guy Carpenter's revenue increased $104 million , or 5%, to $2.4 billion in 2024, compared to $2.3 billion in 2023. This reflects an increase of 8% on an underlying basis, partially offset by a decrease of 3% from acquisitions. At Guy Carpenter, underlying revenue growth in 2024 was driven by growth across all regions and global specialties.
Guy Carpenter's revenue increased $134 million, or 6%, to $2.5 billion in 2025, compared to $2.4 billion in 2024. This reflects an increase of 5% on an underlying basis and 1% from acquisitions. Guy Carpenter’s underlying revenue growth in 2025 was driven by growth across all regions and global specialties. Risk and Insurance Services segment completed 14 acquisitions in 2025.
Financing Cash Flows Net cash provided by financing activities was $4.5 billion in 2024 , compared with $1.1 billion used by financing activities in 2023 . Credit Facilities In October 2023 , the Company increased its multi-currency unsecured five-year revolving credit facility (the "Credit Facility") capacity to $3.5 billion from $2.8 billion and extended the expiration to October 2028 .
Financing Cash Flows Net cash used for financing activities was $4.6 billion in 2025 , compared with $4.5 billion provided by financing activities in 2024 . Credit Facilities The Company has a $3.5 billion multi-currency unsecured five-year revolving credit facility (the "Credit Facility") expiring October 2028.
The Company expects to contribute approximately $43 million to it s non-U.S. defined benefit plans in 2025, comprising approximately of $1 million to the U.K. plans and $42 million to plans outside of the U.K.
The Company's contributions for 2026 are also expected to be approximately $1 million. The Company expects to contribute approximately $39 million to it s non-U.S. defined benefit plans in 2026, comprising approximately of $1 million to the U.K. plans and $38 million to plans outside of the U.K.
Corporate and Other Corporate expenses decreased $11 million, or 3%, to $318 million in 2024, compared to $329 million in 2023, reflecting primarily lower restructuring costs in the current year. Interest Income Interest income was $83 million in 2024, compared to $78 million in 2023.
Corporate and Other Corporate expenses decreased $9 million, or 3%, to $309 million in 2025, compared to $318 million in 2024, reflecting lower restructuring costs in the current year, partially offset by increased compensation and benefits. Interest Income Interest income was $48 million in 2025, compared to $83 million in 2024.
The Company also maintains other credit and overdraft facilities with various financial institutions aggregating $123 million at December 31, 2024 , and $113 million at December 31, 2023. There were no o utstanding borrowings under these facilities at December 31, 2024 and 2023.
At December 31, 2025 and 2024, the Company had no borrowings under this facility. The Company maintains other credit and overdraft facilities with various financial institutions aggregating $122 million and $123 million at December 31, 2025 and 2024, respectively.
The Company conducts business in this segment through Marsh and Guy Carpenter. • Consulting includes health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group.
The Company conducts business through two segments: • Risk and Insurance Services: risk management activities and insurance/reinsurance broking and services, conducted through Marsh Risk and Guy Carpenter. • Consulting: health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services conducted through Mercer and Marsh Management Consulting.
The Company paid $8.5 billion and $976 million, net of cash, cash equivalents and cash and cash equivalents held in a fiduciary capacity acquired, for acquisitions in 2024 and 2023, respectively. The outflow of funds in 2024 related primarily to the acquisition of McGriff, where the Company paid $7.0 billion in cash consideration.
The Company paid $652 million and $8.5 billion, net of cash, cash equivalents and cash and cash equivalents held in a fiduciary capacity acquired, for acquisitions in 2025 and 2024, respectively.
Unrecognized actuarial losses as of December 31, 2024, were approximately $1.4 billion and $3.5 billion for the U.S. plans and non-U.S. plans, respectively, compared with losses of $1.3 billion and $3.2 billion at December 31, 2023. The increase in the U.S. is primarily due to lower than expected returns on plan assets.
Unrecognized actuarial losses at December 31, 2025, were approximately $1.4 billion and $3.9 billion for the U.S. plans and non-U.S. plans, respectively, compared with losses of $1.4 billion and $3.5 billion at December 31, 2024.
Career revenue benefited from continued strong growth in talent and rewards surveys and products. Revenue in 2024 includes a net gain of $35 million from the sale of the Mercer U.K. pension administration and U.S. health and benefits administration businesses. Oliver Wyman Group's revenue increased $268 million, or 9%, to $3.4 billion in 2024, compared to $3.1 billion in 2023.
Revenue in 2024 includes a net gain of $35 million from the sale of the Mercer U.K. pension administration and U.S. health and benefits administration businesses. Marsh Management Consulting's revenue increased $214 million, or 6%, to $3.6 billion in 2025, compared to $3.4 billion in 2024.
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 paid approximately $23 million of 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. The Bridge Loan Facility agreement is discussed in more detail in Note 13, Debt, in the notes to the consolidated financial statements.
In 2024, pre-tax income in the U.K., Canada, Ireland, India, Bermuda, Germany, Australia, United Arab Emirates, Japan, and Singapore accounted for 46 approximately 65% of the Company's total non-U.S. pre-tax income, with effective rates in those countries of 25.0%, 28.0%, 16.3%, 27.9%, 0.0%, 30.9%, 36.7%, 17.6%, 38.2%, and 18.0%, respectively.
In 2025, pre-tax income in the U.K., Ireland, Canada, Singapore, India, Australia, Bermuda, Saudi Arabia, Japan, and Hong Kong accounted for approximately 65% of the Company's total non-U.S. pre-tax income, with effective rates in those countries of 26.5%, 15.0%, 28.1%, 15.6%, 25.6%, 33.0%, 0.0%, 20.5%, 36.1%, and 18.8%, respectively.
The Company’s additions to fixed assets and capitalized software, which amounted to $316 million in 2024 and $416 million in 2023, related primarily to software development costs, the refurbishing and modernizing of office facilities, and technology equipment purchases. Cash used for long-term investments in 2024 is primarily due to an investment in a unit trust fund.
The Company’s additions to fixed assets and capitalized software amounted to $291 million and $316 million in 2025 and 2024, respectively, related primarily to software development costs, the refurbishing and modernizing of office facilities, and technology equipment purchases.
Information regarding these acquisitions is included in Note 5, Acquisitions and Dispositions, in the notes to the consolidated financial statements. 45 Operating Expenses In the Consulting segment, expenses increased $320 million, or 5%, to $7.4 billion in 2024, compared to $7.0 billion in 2023. Expenses reflect a decrease of 1% primarily from dispositions.
Information regarding these acquisitions is included in Note 5, Acquisitions and Dispositions, in the notes to the consolidated financial statements. Operating Expenses Expenses in the Risk and Insurance Services segment increased $1.6 billion, or 14%, to $12.6 billion in 2025, compared to $11.0 billion in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeEquity Price Risk The Company holds investments in bo th public and private companies as well as private equity funds, including investments of approximately $19 million that are valued using readily determinable fair values and approximately $16 million of investments without readily determinable fair values.
Biggest changeEquity Price Risk The Company has investments in certain private equity funds as well as in public and private companies of approximately $301 million that are accounted for using the equity method of accounting.
The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 52% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business.
The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 51% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business.
The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements. Other A number of lawsuits and regulatory proceedings are pending. Refer to Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included in this report. 58
The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements. Other A number of lawsuits and regulatory proceedings are pending. Refer to Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included in this report. 55
The corresponding increase or decrease in net operating income in 2023 was estimated at $80 million. The Company has exposure to approximately 80 f oreign currencies overall. In Continental Europe, the largest amount of revenue from renewals for the Risk and Insurance Services segment o ccurs in the first quarter.
The corresponding increase or decrease in net operating income in 2024 was estimated at $93 million . The Company has exposure to approximately 80 f oreign currencies overall. In Continental Europe, the largest amount of revenue from renewals for the Risk and Insurance Services segment o ccurs in the first quarter.
Assumptions used to determine net periodic cost for 2025 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements.
Assumptions used to determine net periodic cost for 2026 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements.
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 2024, the Company estimates 57 net operating income would increase or decrease by approximately $93 million .
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 2025, the Company estimates 54 net operating income would increase or decrease by approximately $109 million .
At December 31, 2023, a change in short-term interest rates of 10%, or 47 basis points, would have increased or decreased interest income by approximately $66 million. The change in interest rate risk at December 31, 2024 is due to lower interest rates compared to the prior year.
At December 31, 2024, a change in short-term interest rates of 10%, or 41 basis points, would have increased or decreased interest income by approximately $56 million. The change in interest rate risk at December 31, 2025 is due to lower interest rates compared to the prior year.
The Company had the following investments subject to variable interest rates: For the Years Ended December 31, (In millions) 2024 2023 Cash and cash equivalents $ 2,398 $ 3,358 Cash and cash equivalents held in a fiduciary capacity $ 11,276 $ 10,794 Based on the above balances at December 31, 2024, if short-term interest rates increased or decreased by 10 % , or 41 basis points for the year 2025, annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately $56 million.
The Company had the following investments subject to variable interest rates: For the Years Ended December 31, (In millions) 2025 2024 Cash and cash equivalents $ 2,687 $ 2,398 Cash and cash equivalents held in a fiduciary capacity $ 11,473 $ 11,276 Based on the above balances at December 31, 2025, if short-term interest rates increased or decreased by 10 % , or 31 basis points for the year 2026, annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately $44 million .
The Company also has investments of approximately $257 million that are accounted for using the equity method. The Company's investments are subject to risk of decline in market value, which, if determined to be other than temporary, could result in realized impairment losses.
The Company also holds investments of approximately $24 million that are valued using readily determinable fair values and approximately $17 million of investments without readily determinable fair values. The Company's investments are subject to risk of decline in market value, which, if determined to be other than temporary, could result in realized impairment losses.

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