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What changed in Marsh McLennan's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Marsh McLennan's 2023 and 2024 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 2024 report.

+382 added−353 removedSource: 10-K (2025-02-10) vs 10-K (2024-02-12)

Top changes in Marsh McLennan's 2024 10-K

382 paragraphs added · 353 removed · 292 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

64 edited+14 added−17 removed87 unchanged
Biggest changeWe are committed to helping colleagues perform at their best by encouraging regular discussions about their goals, performance, career aspirations and development opportunities. We offer programming to support their growth and activate a leadership mindset for all colleagues. We also aim to build a learning culture and deliver a digital-first learning strategy, supplemented by formal programs for key groups.
Biggest changeTalent & 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.
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 and cybersecurity 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 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.
Also in the U.S., Marsh uses the services of MMA Securities LLC, a SEC registered broker-dealer, investment adviser 7 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.
Also in the U.S., Marsh uses the services of MMA Securities LLC, a SEC registered broker-dealer, investment adviser and member of FINRA, SIPC and the Municipal Securities Rulemaking Board ("MSRB"), and MMA Asset Management LLC, a SEC registered investment adviser, primarily in connection with retirement, executive compensation and benefits consulting and advisory services to qualified and non-qualified benefits plans, companies and executives and personal wealth management.
NERA's specialized practice areas include: antitrust; securities; complex commercial litigation; energy; environmental economics; network industries; intellectual property; product liability and mass torts; and transfer pricing. 6 Compensation for Services in Consulting Oliver Wyman Group is compensated for advice and services primarily through fees paid by clients.
NERA's specialized practice areas include: antitrust, securities, complex commercial litigation, energy, environmental economics, network industries, intellectual property, product liability and mass torts and transfer pricing. Compensation for Services in Consulting Oliver Wyman Group is compensated for advice and services primarily through fees paid by clients.
Oliver Wyman is a global leader in management consulting and combines deep industry knowledge with specialized expertise in strategy, operations, risk management and organization transformation. The firm works with clients around the world to help optimize their business, improve their operations and risk profile, and accelerate their organizational performance to seize attractive opportunities.
Oliver Wyman is a global leader in management consulting and combines deep industry knowledge with specialized expertise in strategy, operations, risk management and organization transformation. The firm works with clients around the world to help optimize their business, improve their operations and risk profile, and accelerate their organizational performance to seize opportunities.
Jones joined Marsh in 2016 as senior vice president of Marsh’s 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 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.
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 FCA in the United Kingdom, the Central Bank of Ireland and the Australian Prudential Regulation Authority and the Australian Securities and Investments Commission.
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.
GC Securities, the Guy Carpenter division of MMC Securities LLC and MMC Securities (Europe) Limited, offer corporate finance solutions, including mergers & acquisitions advice and private debt and equity capital raising, and capital markets-based risk transfer solutions that complement Guy Carpenter's strong industry relationships, analytical capabilities and reinsurance expertise. 3 Guy Carpenter also provides its clients with reinsurance-related services, including actuarial, enterprise risk management, financial and regulatory consulting, portfolio analysis and advice on the efficient use of capital.
GC Securities, the Guy Carpenter division of MMC Securities LLC and MMC Securities (Europe) Limited, offers corporate finance solutions, including mergers & acquisitions advice and private debt and equity capital raising, and capital markets-based risk transfer solutions that complement Guy Carpenter's strong industry relationships, analytical capabilities and reinsurance expertise. 3 Guy Carpenter also provides its clients with reinsurance-related services, including actuarial, enterprise risk management, financial and regulatory consulting, portfolio analysis and advice on the efficient use of capital.
In the United Kingdom, Marsh and Guy Carpenter use the expertise of MMC Securities Limited, which is authorized and regulated by the FCA to provide advice on securities and investments, including mergers & acquisitions in the United Kingdom.
In the United Kingdom, Marsh and Guy Carpenter use the expertise of MMC Securities Limited, which is authorized and regulated by the FCA to provide advice on 7 securities and investments, including mergers & acquisitions in the United Kingdom.
Brennan currently serves on the Board of the Red Cross of Greater New York. John Q. Doyle , age 60, 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.
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.
Working in close partnership with Guy Carpenter account executives, GSA specialists help support clients' critical decisions in numerous areas, including reinsurance utilization, catastrophe exposure portfolio management, new product and market development, rating agency, regulatory and account impacts, loss reserve risk, capital adequacy and return on capital.
Working in close partnership with Guy Carpenter account executives, GAA specialists help support clients' critical decisions in numerous areas, including reinsurance utilization, catastrophe exposure portfolio management, new product and market development, rating agency, regulatory and account impacts, loss reserve risk, capital adequacy and return on capital.
Depending on the nature of the client and services performed, Mercer may also be subject to direct oversight by the Departments 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).
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).
Fernandez worked in investment banking at Bank of America and Goldman Sachs. She began her career as a consultant with PricewaterhouseCoopers. John Jones , age 52, 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 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.
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 100 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 125 agencies. Commercial & Consumer.
Victor also has a business in the UK, 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).
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).
We help clients build the confidence to thrive through the power of perspective of our four market-leading businesses. With annual revenue of $23 billion, we have more than 85,000 colleagues advising clients in over 130 countries. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients.
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.
Mercer’s clients invest in both traditional asset classes (e.g., equities, fixed income and cash equivalents) and alternative or private market strategies (e.g., private equity, private debt, real estate, other real assets and hedge funds). As of December 31, 2023, Mercer and its global affiliates had assets under management of approximately $420 billion worldwide.
Mercer’s clients invest in both traditional asset classes (e.g., equities, fixed income and cash equivalents) and alternative or private market strategies (e.g., private equity, private debt, real estate, other real assets and hedge funds). As of December 31, 2024, Mercer and its global affiliates had assets under management of approximately $617 billion worldwide.
Dean Klisura , age 60, 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 Strategic Advisory business units. Prior to joining Guy Carpenter, Mr.
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.
Mercer's investment consulting and investment management services (investment management services may also be referred to as "investment solutions," "delegated solutions," "fiduciary management" or "outsourced Chief Investment Officer (OCIO) services") cover a range of stages of the investment process, from investment research (through its Mercer-Insight service), asset allocation and implementation of investment strategies to ongoing portfolio management services.
The investment consulting and investment management services provided by Mercer and its affiliates (investment management services may also be referred to as "investment solutions," "delegated solutions," "fiduciary management" or "outsourced Chief Investment Officer (OCIO) services") cover a range of stages of the investment process, from investment research (through its Mercer-Insight service), asset allocation and implementation of investment strategies to ongoing portfolio management services.
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 UK, Continental Europe, and North America.
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.
Clients include a majority of the companies in the Fortune 1000 and FTSE 100, as well as medium- and small-market organizations, public sector entities and individual customers. Mercer generated approximately 24% of the Company's total revenue in 2023. Mercer operates in the following areas: Health.
Clients include a majority of the companies in the Fortune 1000 and FTSE 100, as well as medium- and small-market organizations, public sector entities and individual customers. Mercer generated approximately 23% of the Company's total revenue in 2024. Mercer operates in the following areas: Health.
She also leads the Company’s ESG efforts. Ms. Brennan has held several legal and compliance leadership roles at Marsh McLennan, serving most recently as General Counsel, Marsh LLC. She also served as Deputy General Counsel, Corporate Secretary and Chief Compliance Officer for Marsh McLennan from 2017 to 2021, and prior to that, as General Counsel of Guy Carpenter. Ms.
Brennan has held several legal and compliance leadership roles at Marsh McLennan, serving most recently as General Counsel, Marsh LLC. She also served as Deputy General Counsel, Corporate Secretary and Chief Compliance Officer for Marsh McLennan from 2017 to 2021, and prior to that, as General Counsel of Guy Carpenter. Ms.
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 24,500 colleagues based in 48 countries.
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.
Oliver Wyman's People and Organizational Performance capability brings together deep functional expertise and industry knowledge to enable the whole organization to work in service of its strategic vision and to address the most pressing organizational, people, and change issues. • Payments.
Oliver Wyman's People and Organizational Performance capability brings together deep expertise and industry knowledge to enable organizations to work in service of its strategic vision and to address the most pressing organizational, people, and change issues. • Payments.
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 former Director of the American Insurance Association. Mr.
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.
Victor Insurance Managers (Canada), a leading managing general agent in Canada, delivers professional liability and construction insurance and other P&C programs and administers group and retiree benefits programs and claims handling operations for individuals, organizations and businesses.
Victor Insurance Managers (Canada), a leading managing general agent in Canada, delivers professional liability and construction insurance and other property and casualty programs and administers group and retiree benefits programs and claims handling operations for individuals, organizations and businesses.
Currently, approxima tely 45,800 Marsh colleagues provide risk management, insurance broking, insurance program management, risk consulting, analytical modeling and alternative risk financing services to a wide range of businesses, government entities, professional service organizations and individuals in over 130 countries. Marsh generated approximately 51% of the Company's total revenue in 2023 .
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 .
Lippincott is a creative consultancy specializing in brand and innovation that shapes recognized brands and experiences for clients globally. Lippincott's designers have helped create some of the world's most recognized brands.
Lippincott is a creative consultancy specializing in brand and innovation that shapes recognized brands and experiences for clients globally. Lippincott's strategy and design experts have helped create some of the world's most recognized brands.
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 11% of the Company's total revenue in 2023. Currently, approxi mately 3,500 Guy C arpenter colleagues provide clients with a combination of specialized reinsurance broking expertise, strategic advisory services and analytics solutions.
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.
Oliver Wyman draws on years of industry-shaping work in the Financial Services and Retail industries, deep digital expertise, and renowned research partners in its Celent® business, to help clients - from banks/issuers, to payments providers, to retailers - to build growth strategies, form effective partnerships, optimize costs, and manage risk. • Pricing, Sales, and Marketing.
Oliver Wyman draws on years of industry-shaping work in the Financial Services and Retail industries using deep digital expertise to help clients - from banks/issuers, to payments providers, to retailers - to build growth strategies, form effective partnerships, optimize costs, and manage risk. • Pricing, Sales, and Marketing.
OLIVER WYMAN GROUP With more tha n 6,800 professionals and offices in over 30 countries, Oliver Wyman Group delivers advisory services to clients through three operating units, each of which is a leader in its field: Oliver Wyman, Lippincott and NERA Economic Consulting. Oliver Wyman Group generated approximately 14% of the Company's total revenue in 2023.
OLIVER WYMAN GROUP With more tha n 7,200 professionals and offices in over 34 countries, Oliver Wyman Group delivers advisory services to clients through three operating units, each of which is a leader in its field: Oliver Wyman, Lippincott and NERA Economic Consulting. Oliver Wyman Group generated approximately 14% of the Company's total revenue in 2024.
Through its Wealth business, Mercer assists clients worldwide in the design, governance and risk management of defined benefit, defined contribution, hybrid retirement plans and other pools of assets, and with investment of those assets. 4 Mercer provides actuarial consulting, investment consulting, investment management and related services to the sponsors and trustees of pension plans, master trusts, foundations, endowments, sovereign wealth funds, insurance companies and family offices.
Through its Wealth business, Mercer assists clients worldwide in the design, governance and risk management of defined benefit, defined contribution, hybrid retirement plans and other pools of assets, and with investment of those assets. 4 Mercer provides actuarial consulting, investment consulting, investment management and related services to the sponsors and trustees of pension plans and master trusts.
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 62% of the Company's total revenue in 2023 and employs approxi mately 49,300 co lleagues worldwide.
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.
For a majority of the Mercer-managed investment funds, revenue received from Mercer's investment management clients as sub-advisor fees is reported in accordance with U.S. GAAP, on a gross basis rather than a net basis.
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.
Guy Carpenter's Global Strategic Advisory ("GSA") unit helps clients better understand and quantify the uncertainties inherent in their businesses.
Guy Carpenter's Global Analytics & Advisory ("GAA") unit helps clients better understand and quantify the uncertainties inherent in their businesses.
Industry groups include: • Automotive and Manufacturing Industries • Communications, Media & Technology • Energy and Natural Resources • Financial Services (including corporate and institutional banking, public policy, and retail and business banking) • Insurance and Asset Management • Health and Life Sciences • Public Sector • Private Capital • Retail & Consumer Goods 5 • Transportation Services (including aviation; aerospace and defense; rail; express, postal and third party logistics; services, including travel and leisure, environmental and facility management, and business and tech services; and CAVOK, which provides technical consulting and market forecasting services) Oliver Wyman overlays its industry knowledge with expertise in the following functional specializations: • Actuarial .
Industry groups include: • Consumer, Telecommunications, and Technology • Energy and Natural Resources • Financial Services (including corporate and institutional banking, public policy, and retail and business banking) • Government and Public Institutions • Healthcare and Life Sciences • Insurance and Asset Management • Private Capital • Transportation and Advanced Industrials: (including aviation; aerospace and defense; rail; express, postal and third-party logistics; services, including travel and leisure, environmental and facility management, and business and tech services; and CAVOK, which provides technical consulting and market forecasting services) 5 Oliver Wyman overlays its industry knowledge with expertise in the following specializations: • Actuarial .
Mercer is compensated for advice and services through fees paid by clients, 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 such factors as volume, growth of accounts, and total retention of accounts placed by Mercer.
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.
The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934. In accordance with the Exchange Act, the Company files with, or furnishes to, the SEC its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement for its annual shareholders' meeting.
In accordance with the Exchange Act, the Company files with, or furnishes to, the SEC its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement for its annual shareholders' meeting.
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.
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.
CONSULTING The Company's Consulting segment generated approximately 38% of the Company's total revenue in 2023 and employs approxima tely 31,300 c olleagues worldwide. The Company conducts business in this segment through Mercer and Oliver Wyman Group .
CONSULTING The Company's Consulting segment generated approximately 37% of the Company's total revenue in 2024 and employs approxima tely 30,500 c olleagues worldwide. The Company conducts business in this segment through Mercer and Oliver Wyman Group .
Mercer also provides investment consulting and investment management services to U.S. public sector clients, financial intermediaries and individuals. Mercer provides retirement plan outsourcing, including administration and delivery of defined benefit and defined contribution retirement benefits.
Mercer also provides investment consulting and investment management services to foundations, endowments, sovereign wealth funds, U.S. public sector clients, insurance companies, financial intermediaries, family offices and individuals. Mercer provides retirement plan outsourcing, including administration and delivery of defined benefit and defined contribution retirement benefits.
Through its Victor Small Business platform, Victor deploys cloud-based technology to enable independent insurance agents, on behalf of their small business clients, to obtain online quotes from multiple insurance providers and bind property and casualty and workers compensation insurance policies in real time.
Through its Victor Small Business platform, Victor deploys cloud-based technology to enable independent insurance agents, on behalf of their small business clients, to obtain online quotes from multiple insurance providers and bind property and casualty and workers compensation insurance policies in real time. Victor also manages Torrent Technologies, the nation’s largest service provider to the National Flood Insurance Program (NFIP).
In the U.S., Victor Insurance Managers (US) and ICAT Managers underwrites, solicits, sells and services coverages through a national third-party distribution network of licensed brokers and agents.
In the U.S., Victor Insurance Managers (US) and ICAT Managers underwrite, solicit, sell and service coverages through a national third-party distribution network of licensed brokers and agents.
He also serves as Vice Chair of Marsh McLennan. 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.
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.
Since rejoining Marsh in 2007, Mr. South has served as CEO of Marsh’s Asia-Pacific region, CEO of Marsh UK and Ireland, CEO of Marsh Europe and CEO of Marsh U.S. and Canada. Nicholas Studer , age 50, is Chief Executive Officer of Oliver Wyman Group, a role he assumed in July of 2021.
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 joined Marsh for the first time in 1985 with Bowring Marsh, a Marsh McLennan broking unit. 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.
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.
In addition, third party capital providers have entered the insurance and reinsurance risk transfer market offering products and capital 8 directly to the Company’s clients. Their presence in the market increases the competitive pressures that the Company faces.
In addition, third party capital providers have entered the insurance and reinsurance risk transfer market offering products and capital directly to the Company’s clients.
Beswick was a Partner and Global Head of Oliver Wyman Labs and the Digital Practice at Oliver Wyman. During more than two decades with Oliver Wyman, he worked in various sectors, including retail, transportation, telecom, and consumer goods. Before this, Mr. Beswick headed Oliver Wyman's North American Retail Practice. Mr.
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.
Oliver Wyman helps clients discover new business opportunities, create new pathways, and respond to climate risk, to make needed changes commercially compelling. • Finance and Risk .
Oliver Wyman assists clients in cutting through complex climate systems and solving for operational efficiencies. Oliver Wyman helps clients discover new business opportunities, create new pathways, and respond to climate risk, to make needed changes commercially compelling. • Finance and Risk .
Beswick holds an MA (first class) in chemical engineering from Cambridge University. Katherine J. Brennan , age 45, 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.
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.
This includes the attraction, recruitment, hiring, development and engagement of talent to deliver on our strategy and the design of colleague total rewards programs. The Chief People Officer is also responsible for developing and integrating our inclusion and diversity approach into our strategy, supported by the Chief Diversity & Social Impact Officer. 9 Talent & Inclusion .
The Chief People Officer is responsible for leading the development and execution of our enterprise people strategy. This includes the attraction, recruitment, hiring, development and engagement of talent to deliver on our strategy and the design of colleague total rewards programs.
Our offerings also include retirement benefits, savings and stock investment plans in certain jurisdictions. 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.
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.
Through our annual bonus program, we encourage performance that aligns with the Company’s interests by providing eligible colleagues with discretionary awards. We also offer various incentives in certain circumstances, such as sales incentives and long-term incentives to people in roles that have a significant impact on our long-term performance and success.
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.
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. Prior to that, he served as Chief Financial Officer of Marsh, and Chief Financial Officer and Chief Operating Officer of Mercer.
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.
Clients benefit from Marsh’s advanced analytics, deep technical expertise, specialty and industry knowledge, collaborative global culture and the ability to develop innovative solutions and products.
Clients benefit from Marsh’s advanced analytics, deep technical expertise, specialty and industry knowledge, collaborative global culture and the ability to develop innovative solutions and products. 1 The firm’s resources also include nearly three dozen specialty and industry practices, including cyber, construction, renewable energy, healthcare, and financial and professional service practices.
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, as well as positions with Merrill Lynch and PricewaterhouseCoopers.
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.
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.
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.
Ferland is a Fellow of the Society of Actuaries and of the Canadian Institute of Actuaries and a member of the Board of Trustees of the New York Academy of Medicine. Carmen Fernandez , age 50, is Senior Vice President and Chief People Officer for Marsh McLennan. Prior to her appointment as Chief People Officer in January 2021, Ms.
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.
The following individuals are the executive officers of the Company as of February 12, 2024: Paul Beswick , age 49, is Senior Vice President and Global Chief Information Officer (CIO) of Marsh McLennan. In this role, he manages over 5,000 technologists supporting Marsh McLennan’s global businesses. Prior to his appointment as Marsh McLennan CIO in January 2021, Mr.
The following individuals are the executive officers of the Company as of February 10, 2025: Paul Beswick , age 50, is Senior Vice President and Global Chief Information and Operations Officer (CIOO) of Marsh McLennan. As CIOO, Mr.
Oliver Wyman’s Actuarial Practice uses mathematical and statistical modeling skills and qualitative assessment methodologies to assist clients in evaluating and addressing risk. • Climate and Sustainability . Oliver Wyman assists clients in cutting through complex climate systems and solving for operational efficiencies.
Oliver Wyman’s Actuarial Practice uses mathematical and statistical modeling skills and qualitative assessment methodologies to assist clients in evaluating and addressing risk. • AI Transformation: Quotient is Oliver Wyman’s global AI offering, bringing specialized experience to help clients harness the value of AI. • Climate and Sustainability .
As of December 31, 2023, the Co mpany and its consolidated subsidiaries employed more than 85,000 colleagues worldwide, including approximately 49,300 in Risk and Insurance Services and 31,300 in Consulting.
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.
We offer comprehensive health insurance, including medical coverage and other core health benefits based on the market. We also prioritize our colleagues’ mental wellness, including 24/7 access to an Employee Assistance Program for confidential counselling on personal issues for 99% of our colleagues and their eligible family members, and critical incident support in countries where a disaster has occurred.
We offer comprehensive health insurance, including medical coverage and other core health benefits that are competitive in the market. Recognizing the importance of mental wellness, we provide personalized tools and support, along with 24/7 access to Employee Assistance Programs for confidential counselling.
Martin South , age 59, 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. He also serves as Vice Chair of Marsh McLennan. With more than 30 years in the insurance industry, Mr.
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.
Collective survey outcomes allow us to monitor the evolution of our culture over time and identify opportunities to build on strengths and address challenges, all with the intention of furthering our productivity through an engaged workforce. Health and Well-being . As a company, our success depends on the health and well-being of our colleagues.
In 2024, we expanded the survey with questions on technology and the Company's strategy. The survey enables us to understand the evolution of our culture and identify opportunities to build on strengths and address challenges, all with the intention of furthering our productivity through an engaged workforce that can adapt to changing work environments and business needs.
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The firm’s resources also include nearly three dozen specialty and industry practices, including cyber, construction, renewable energy, healthcare, and financial and professional service practices, along with ESG products such as 1 a D&O insurance initiative recognizing U.S. based clients with superior ESG frameworks, and an established employee health & benefits business.
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Mercer is compensated for advice and services through fees paid by clients, commissions and fees based on assets or members.
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Victor also manages Torrent Technologies, the nation’s largest service provider to the National Flood Insurance Program (NFIP), serving the NFIP both directly and through the NFIP’s Write Your Own (WYO) program.
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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.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) ) Since 2008, Marsh McLennan has had a framework for overseeing and managing the company’s approach to environmental sustainability, human capital management and corporate governance. Our ESG Report provides more information about our ESG governance, goals and achievements.
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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.
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It also discloses against aspects of the Task Force on Climate-related Financial Disclosures, Sustainability Accounting Standards Board and Global Reporting Initiative standards and describes the six UN Sustainable Development Goals we have prioritized that most relate to our business. Our ESG Report, Pay Equity Statement, statement on Human Rights and related information is available on our website at marshmclennan.com/about/esg.html.
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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.
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These reports and our website are not deemed part of this report and are not incorporated by reference. HUMAN CAPITAL As a professional services firm, we believe the health of our business relies on the strength of our workforce. For detailed information regarding our human capital management, we encourage investors to visit https://www.marshmclennan.com/about/esg.html for our consolidated ESG Report.
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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.
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The information on this website, and in the ESG report, does not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website or the report and does not form part of this Form 10-K. Our People.
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We enable all colleagues to advance their skills through professional development, learning from talented colleagues, and support in taking on new challenges. We deliver professional development via a multi-lingual, digital-first learning strategy, supplemented by formal programs for key groups. In 2024, we offered 520 developmental workshops comprising of professional skills, people management and leadership development.
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One-third of our global workforce is located in the U.S. & Canada, with approximately 15% in each of the United Kingdom, Europe and IMEA (India, Middle East, & Africa), with the remainder in Latin America & Caribbean, Asia, and Pacific. Women comprise more than half of our global enterprise workforce, and approximately 33% of our senior leaders are women.
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Additionally, we launched our AI Academy to promote development of essential new skills. In the six months since launch, nearly 35,000 colleagues have received their AI Academy credentials. Health and Well-being . We are committed to enhancing the well-being of our colleagues through a comprehensive value proposition that prioritizes health, wellness and work-life balance.
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In the U.S., where we have the most complete data through workforce self-identification of race and ethnicity, approximately 1 in 4 U.S. colleagues and 18% of U.S. senior leaders identify as non-White. Our Governance. The Chief People Officer is responsible for developing and executing our enterprise people strategy.
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Our critical incident support ensures that colleagues receive the help they need in times of crisis, particularly in countries affected by disasters. In addition to these health benefits, we offer competitive time-off policies, including a paid day off each year to volunteer, reflecting our commitment to community engagement and personal fulfillment.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn April 2021, an unauthorized actor leveraged a vulnerability in a third party's software and gained access to a limited set of data in our environment. Like many companies, we are also subject to social engineering attacks such as WhatsApp scams and regular phishing email campaigns directed at our employees that can result in malware infections, fraud and data loss.
Biggest changeLike many companies, we are also subject to social engineering attacks such as WhatsApp scams and regular phishing email campaigns directed at our employees that can result in malware infections, fraud and data loss. Although these incidents have resulted in data loss and other damages, to date, they have not had a material adverse effect on our business or operations.
Our utilization rates are affected by a number of factors, including: • general economic conditions; 31 • 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; • 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.
For example, the war in Ukraine and the escalating conflict throughout the Middle East have resulted in worldwide geopolitical and macroeconomic uncertainty and may negatively impact other regional and global economic markets (including Europe, the Middle East and the U.S.), companies in other countries (particularly those that have done business with Russia or have substantial exposure to, or operations in, impacted countries) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas, and may increase financial market volatility and adversely impact regional and global economic markets, industries and companies.
For example, 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.
We are at risk of attack by a variety of adversaries, including nation states, state-sponsored organizations, organized crime and hackers, through use of increasingly sophisticated methods of attack, including the deployment of AI to find and exploit vulnerabilities, "deep fakes", long-term, persistent attacks (referred to as advanced persistent threats) and the use of the IT supply chain to introduce malware through software updates or compromised suppliers accounts or hardware.
We are at risk of attack by a variety of adversaries, including nation states, state-sponsored organizations, opportunistic attacks, and organized crime and hackers, through use of increasingly sophisticated methods of attack, including the deployment of AI to find and exploit vulnerabilities, "deep fakes", long-term, persistent attacks (referred to as advanced persistent threats) and the use of the IT supply chain to introduce malware through software updates or compromised suppliers accounts or hardware.
Macroeconomic or geopolitical conditions, such as a slower economic growth or recession, the war in Ukraine and the escalating 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.
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.
Global economic conditions, including slower GDP growth or recession, inflationary pressure and foreign exchange rate volatility, may negatively impact businesses and financial institutions. Many of our clients, including 30 financial institutions, corporations, government entities and pension plans, have reduced expenses, including amounts spent on consulting services, and used internal resources instead of consultants during difficult economic periods.
Global economic conditions, including slower GDP growth or recession, inflationary pressure and foreign exchange rate volatility, may negatively impact businesses and financial institutions. Many of our clients, including financial institutions, corporations, government entities and pension plans, have reduced expenses, including amounts spent on consulting services, and used internal resources instead of consultants during difficult economic periods.
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 23 potential clients, which may give them a competitive advantage.
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.
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.
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.
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.
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.
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.
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.
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. 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. 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.
These disclosures, metrics and goals and any failure to accurately report or comply with federal, state or international ESG laws and regulations, or to achieve progress on our metrics and goals on a timely basis, or at all, may result in legal and regulatory proceedings against us and negatively impact our reputation.
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.
For example, hackers have 24 increasingly targeted companies by attacking internet-connected industrial control and safety control systems. An extended outage could result in the loss of clients and a decline in our revenues. In the worst case, any manipulation of the control systems of critical infrastructure may even result in the loss of life.
For example, hackers have increasingly targeted companies by attacking internet-connected industrial control and safety control systems. An extended outage could result in the loss of clients and a decline in our revenues. In the worst case, any manipulation of the control systems of critical infrastructure may even result in the loss of life.
In addition, geopolitical conflict, such as the war in Ukraine and the escalating conflict throughout the Middle East, has resulted in, and may continue to result in, new and rapidly evolving trade sanctions, which may increase our costs, negatively impact our revenues or impose additional operational limitations on our businesses.
In addition, geopolitical conflict, such as the war in Ukraine and the conflict throughout the Middle East, has resulted in, and may continue to result in, new and rapidly evolving trade sanctions, which may increase our costs, negatively impact our revenues or impose additional operational limitations on our businesses.
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, conflicts of interest, ESG and greenwashing, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business; • 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; 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.
As a U.S.-domiciled company, any such increases would likely have a disproportionate impact on us compared to our foreign-based competitors. 27 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. Global Operations We are exposed to multiple risks associated with the global nature of our operations. We conduct business globally.
This narrow notification window is often too short to 20 fully validate the facts, and there is an increased risk of reporting a false alarm or immaterial breach, which may lead to reputational damage despite there not being an actual data breach.
This narrow notification window is often too short to fully validate the facts, and there is an increased risk of reporting a false alarm or immaterial breach, which may lead to reputational damage despite there not being an actual data breach.
In addition, our ability to obtain financing will depend in part upon prevailing conditions in credit and capital markets, which are beyond our control. 25 Our defined benefit pension plan obligations could cause the Company's financial position, earnings and cash flows to fluctuate.
In addition, our ability to obtain financing will depend in part upon prevailing conditions in credit and capital markets, which are beyond our control. Our defined benefit pension plan obligations could cause the Company's financial position, earnings and cash flows to fluctuate.
Further, we are at increased risk of a cyberattack during periods of heightened geopolitical conflict, such as the war in Ukraine and the escalating conflict throughout the Middle East, as diplomatic events and economic policies may trigger espionage or retaliatory cyber incidents.
Further, we are at increased risk of a cyberattack during periods of heightened geopolitical conflict, such as the war in Ukraine and the conflict throughout the Middle East, as diplomatic events and economic policies may trigger espionage or retaliatory cyber incidents.
In addition to mitigating and remediating newly identified vulnerabilities, previously identified vulnerabilities must also be continuously addressed. Accordingly, we are at risk that cyberattackers exploit these known vulnerabilities before they have been communicated by vendors or addressed.
In addition to mitigating and remediating newly identified vulnerabilities, previously identified vulnerabilities must also be continuously addressed. Accordingly, we are at risk that cyberattackers exploit these vulnerabilities before they have been communicated by vendors or addressed.
These Consulting segment services frequently involve complex calculations and services, including (i) making assumptions about, and preparing estimates concerning, contingent future events, (ii) drafting and interpreting complex documentation governing pension plans, (iii) calculating benefits within complex pension structures, (iv) providing individual financial planning advice including investment advice and advice relating to cashing out of defined benefit pension plans, (v) providing investment advice, including guidance on asset allocation and investment strategy, and (vi) managing client assets, including the selection of investment managers and implementation of the client’s investment policy.
These Consulting segment services frequently involve complex calculations and services, including (i) making assumptions about, and preparing estimates concerning, contingent future events, (ii) drafting and interpreting complex documentation governing pension plans, (iii) calculating benefits within complex pension structures, (iv) providing individual financial planning advice including investment advice and advice relating to cashing out of defined benefit pension plans, (v) providing investment advice, including guidance on asset allocation and investment strategy, and (vi) managing client assets, including the selection of investment managers and implementation of a client’s investment policy and strategies.
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 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.
Such challenges include the increased mobility of colleagues in light of more flexible working models, market dislocation resulting from proposed and actual combinations in the industry, raids by competitors, and fostering an inclusive and diverse workplace.
Such challenges include the increased mobility of colleagues in light of more flexible working models, market dislocation resulting from proposed and actual combinations in the industry, raids by competitors, and fostering an inclusive workplace.
In addition, organizations that provide information to investors on corporate governance and related matters have 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 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.
If a key employee were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of our services.
If a key employee were to join an existing competitor or form a competing company, some of our clients could choose to use the services of a competitor instead of our services.
Disruptions may be the result of weather, natural disaster, war, terrorism, pandemic, or other natural or geopolitical events. Our systems are also subject to compromise from internal threats such as fraud, mistake, misconduct or other improper action by employees, vendors and other third parties with otherwise legitimate access to our systems.
Disruptions may be the result of weather, natural disaster, war, terrorism, pandemic, or other natural or geopolitical events. Our systems are also subject to compromise from internal threats such as fraud, mistakes, misconduct or other improper action by employees, vendors and other third parties with otherwise legitimate access to our systems.
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, 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, ESG and greenwashing, asset perfor mance and regulatory compliance, that, if realized, could result in significant damage to our business.
While our internal generative AI tool, LenAI, was designed to meet our standards for data security and to address and mitigate the risks associated with this new technology, our use of generative AI in certain products and services may present risks and challenges that remain uncertain due to 21 the relative novelty of this technology.
While our internal generative AI tool, LenAI, was designed to meet our standards for data security and to address and mitigate the risks associated with this new technology, our use of generative AI in certain products, services and operations may present risks and challenges that remain uncertain due to the relative novelty of this technology.
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), 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, particularly in a hybrid work environment, could damage our 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 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.
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 increasingly act in a fiduciary capacity through our investments business, such claims could include allegations of damages arising from the provision of consulting, investment management (including, for example, from trading or other operational errors), actuarial, pension administration and other services.
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.
The number of laws that apply to us keeps increasing and the interpretation of such laws is often uncertain and may be conflicting. 19 At the international level, we are subject to an increasing number of comprehensive privacy laws including, for example, those passed in Indonesia, the Kingdom of Saudi Arabia and India.
The number of laws that apply to us keeps increasing and the interpretation of such laws is often uncertain and may be conflicting. At the international level, we are subject to an increasing number of comprehensive privacy laws including, for example, those passed in Indonesia, the Kingdom of Saudi Arabia, India and Australia.
We post public privacy policies and other documentation regarding our collection, use, disclosure, cross-border transfer, retention, and other processing of personal information. Although we endeavor to comply with our published policies and other documentation, we may at times fail to do so or may be perceived to have failed to do so.
We post public privacy notices and other documentation regarding our collection, use, disclosure, cross-border transfer, retention, and other processing of personal information. Although we endeavor to comply with our published notices and other documentation, we may at times fail to do so or may be perceived to have failed to do so.
We have experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), vulnerabilities in the software on which we rely, users exceeding their data access authorization, employee misconduct and incidents resulting from human error, such as emails sent to the wrong recipient, loss of portable and other data storage devices or misconfiguration of software or hardware resulting in inadvertent exposure of personal, sensitive, confidential or proprietary information.
We have experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), vulnerabilities in the software on which we rely, users exceeding their data access authorization, employee misconduct and incidents resulting from human error, such as emails sent to the wrong recipient, loss of portable and other data storage devices or misconfiguration of software or hardware resulting in inadvertent exposure of personal, sensitive, confidential or proprietary information or reduction of system availability.
While we attempt to comply with applicable laws and regulations, there can be no assurance that we, our employees, our consultants and our contractors and other agents are in full compliance with such laws and regulations or interpretations at all times, or that we will be able to comply with any future laws or regulations.
While we attempt to comply with applicable laws and regulations, there can be no assurance that we, our colleagues, our consultants and our contractors and other agents are in full compliance with such laws and regulations or interpretations at all times, or that we will be able to comply with any future laws or regulations.
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 2023.
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.
In addition to data protection and data privacy laws, foreign countries and U.S. states are enacting AI and cybersecurity laws and regulations.
In addition to data protection and data privacy laws, foreign countries and U.S. states are enacting cybersecurity laws and regulations.
If we fail to comply or are accused of failing to comply with applicable laws and regulations, including those referred to above, or new and evolving regulations regarding cybersecurity, AI or environmental, social and governance matters, we may become subject to investigations, criminal penalties, civil remedies or other consequences, including fines, injunctions, loss of an operating license or approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to clients or other parties, and we may become exposed to negative publicity or reputational damage.
If we fail to comply or are accused of failing to comply with applicable laws and regulations, including those referred to above, or new and evolving regulations regarding cybersecurity, AI or sustainability matters, we may become subject to investigations, criminal penalties, civil remedies or other consequences, including fines, injunctions, loss of an operating license or approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to clients or other parties, and we may become exposed to negative publicity or reputational damage.
We are at risk of a cyberattack involving a vendor or other third party, which could result in a breakdown of such third party’s data protection processes or the cyberattackers gaining access to our infrastructure or data through a supply chain attack.
We are at risk of a cyberattack involving a vendor or other third parties, which could result in a breakdown of such third party’s data protection processes or the cyberattackers gaining access to our infrastructure or data through a supply chain attack.
Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, contractors, service providers, vendors or other third parties with whom we do business fail to comply with our published policies and documentation.
Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, contractors, service providers, vendors or other third parties with whom we do business fail to comply with our published notices and documentation.
Mercer’s Investments business is subject to a number of risks, including risks related to litigation (both by clients and by plan participants, particularly as we increasingly act in a fiduciary capacity), liquidity and market volatility, an inability to obtain contractual limitations of liability for errors & omissions in certain jurisdictions or parts of our business, third-parties, our operations and technology (including the use of AI), trading errors, conflicts of interest, asset performance and regulatory compliance and scrutiny, which could arise in connection with these offerings.
Mercer’s Investments business is subject to a number of risks, including risks related to litigation (both by clients and by plan participants, particularly when we act in a fiduciary capacity), liquidity and market volatility, an inability to obtain contractual limitations of liability for errors & omissions in certain jurisdictions or parts of our business, third-parties, our operations and technology (including the use of AI), trading and execution errors, conflicts of interest, asset performance and regulatory compliance and scrutiny, which could arise in connection with these offerings.
Mercer's administration services include calculating benefits within complicated pension plan structures. Mercer's investments services include investment advice and management relating to defined benefit pension plan assets intended to fund present and future benefit obligations. Clients dissatisfied with our services have brought, and may bring, significant claims against us, particularly in the U.S. and the United Kingdom.
Mercer's administration services include calculating benefits within complicated pension plan structures. Mercer's investments services include investment advice and management relating to defined benefit pension plan assets intended to fund present and future benefit obligations. Clients dissatisfied with our services have brought, and may bring, significant claims against us, particularly in the U.S. and the U.K.
Outside the United States, 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.
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.
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, 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 by key jurisdictions in 2024 and the Pillar 1 profit reallocation regime, which could have an adverse effect on our effective tax rate, tax payments and results of operations; • 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 countries where the Company has no presence, 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 escalating 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; 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.
Privacy 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.
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.
Our control over and ability to monitor the cybersecurity practices of our third-party vendors and service providers, and other third parties with whom we do business, remains limited, and there can be no assurance that we can prevent, mitigate, or remediate the risk of any compromise or failure in the cybersecurity infrastructure owned or controlled by such third parties.
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 business depends on our ability to obtain payment from our clients of the amounts they owe us for the work we perform. As of December 31, 2023, our receivables for our commissions and fees were approximately $5.8 billion, or approximately one-quarter of our total annual revenues, and portions of our receivables are increasingly concentrated in certain businesses and geographies.
Our business depends on our ability to obtain payment from our clients of the amounts they owe us for the work we perform. As of December 31, 2024, our receivables for our commissions and fees were approximately $6.5 billion, or approximately one-quarter of our total annual revenues, and portions of our receivables are increasingly concentrated in certain businesses and geographies.
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 vulnerabilities has increased 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. 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.
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 38% of our total revenue in 2023. 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. 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.
In 2023, approximately 53% 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 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.
Our information technology systems and information security control systems, and those of our numerous third-party providers, as well as the control systems of critical infrastructure they rely on, such as power grids, and undersea cables, are potentially vulnerable to unauthorized access, damage or interruption from a variety of external threats, including software bugs, physical attack, cyberattacks, computer viruses and other malware, malicious or destructive code, ransomware, social engineering attacks (including phising and digital or telephonic impersonation), hacking, denial-of-service attacks and other types of data and systems-related modes of attack.
Our information technology systems and information security control systems, and those of our numerous third-party providers, as well as the control systems of critical infrastructure they rely on, such as power grids, and undersea cables, are potentially vulnerable to unauthorized access, damage or interruption from a variety of external threats, including software bugs, physical attack, cyberattacks, computer viruses and other malware, malicious or destructive code, ransomware, social engineering attacks (including phishing, business e-mail compromise and digital or telephonic impersonation), hacking theft, denial-of-service attacks and other types of data and systems-related modes of attack.
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, law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols. 17 Cyberattacks are increasing in frequency and evolving in nature.
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.
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 to an investment consulting client, solely to enhance its own compensation or due to other perceived 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 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.
Credit rating downgrades would increase our financing costs and could subject us to operational risk. Currently, the Company's senior debt is rated A- by S&P, A3 by Moody's and A- by Fitch. The Company carries a Stable outlook with S&P, Moody's and Fitch.
Credit rating downgrades would increase our financing costs and could subject us to operational risk. Currently, the Company's senior debt is rated A- by 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.The Company carries a Stable outlook with S&P, Moody's and Fitch.
Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business. Approximately 53% of our total revenue reported in 2023 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 52% of our total revenue reported in 2024 was from business outside of the U.S.
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; 26 • 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, in particular as a result of increased regulatory activity and enforcement; • 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; • 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 escalating 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 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.
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), could adversely affect our financial condition, operating results and our reputation.
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.
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. As of December 31, 2023, we had total consolidated debt outstanding of approximately $13.5 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, 2024, we had total consolidated debt outstanding of approximately $19.9 billion.
In either case, our business, financial condition and results of operations could be materially adversely affected. Mercer’s Investments business also could be adversely affected by an accelerated shift away from actively managed investments to passively managed investments with associated lower fees.
In either case, our business, financial condition and results of operations could be materially adversely affected. Mercer’s Investments business also could be adversely affected by an accelerated shift away from actively managed investments to passively managed investments with associated lower fees, as well as fee compression from the competitive environment.
Given the complexity of operationalizing the various privacy laws mentioned above, the maturity level of proposed compliance frameworks and the continued lack of certainty on how to implement their requirements, we and our clients are at risk of enforcement actions taken by data protection authorities around the world or litigation from consumer advocacy groups acting on behalf of data subjects.
Given the complexity of operationalizing the various privacy, data security, data protection and AI laws and regulations mentioned above, the complexity of proposed compliance frameworks and the continued lack of certainty on how to implement their requirements, we and our clients are at risk of enforcement actions taken by applicable regulators or authorities around the world or litigation from third parties, including consumer advocacy groups acting on behalf of data subjects.
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 3,700 and 5,700 colleagues i n those respective locations, and in certain countries and regions in which we operate 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 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.
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.
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.
There is a risk that Mercer will fail to properly or timely implement a client’s investment policy or direction, which could cause an incorrect or untimely allocation of client assets among asset classes, asset managers, or strategies.
There is a risk that Mercer will fail to properly or timely implement or execute a client’s investment policy or strategy or instruction, which could cause an incorrect or untimely allocation of client assets among asset classes, asset managers, or strategies or result in a trading error.
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.
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.
Bribery Act 2010; 28 • 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.
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.
In particular, high-profile data breaches at major companies continue to be disclosed regularly, which is leading to even greater regulatory scrutiny and fines at the highest levels they have ever been. These fines are not limited to data breaches and regulators are increasingly focusing on other data processing activities including those related to ad-tech and “data subject” rights.
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.
Failure to maintain our corporate culture, particularly in a hybrid work environment, could damage our reputation. We strive to foster a culture in which our colleagues act with integrity and feel comfortable speaking up about potential misconduct.
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.
Moreover, the laws and regulations to which we are subject may conflict among the various jurisdictions and countries in which we operate, which increases the likelihood of our businesses being non-compliant in one or more jurisdictions. In addition, we may be responsible for the legal and regulatory liabilities of companies that we acquire.
Moreover, the laws and regulations to which we are subject may conflict among the various jurisdictions and countries in which we operate, which increases the likelihood of our businesses being non-compliant in one or more jurisdictions.
In particular, heightened 22 demand for, and scrutiny of, ESG and sustainable-related products, funds, investment strategies and advice has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, commonly referred to as "greenwashing" or that we have otherwise run afoul of regulation.
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.
We face significant competitive pressures in each of our businesses, including from disintermediation, as our competitive landscape continues to evolve. As a global professional services firm, the Company faces competition in each of its businesses, and the competitive landscape continues to change and evolve.
As a global professional services firm, the Company faces competition in each of its businesses, and the competitive landscape continues to change and evolve.
At the U.S. state level, we are subject to laws and regulations related to privacy, such as the CCPA which introduced concepts such as transparency and rights like access and deletion, that have been enacted by over a dozen states with many more on the verge of enacting such laws.
At the U.S. state level, we are subject to laws and regulations related to privacy, such as the CCPA, which introduced concepts such as transparency and rights like access and deletion, that have been enacted by over twenty states with more such laws expected to pass in future years.
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.
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.
We may not be able to respond quickly or effectively to regulatory, legislative and other developments, and these changes may in turn impair our ability to offer our existing or planned products and services and increase our cost of doing business.
Additionally, due to the ongoing fast pace of legislative and regulatory activity, we may not be able to respond quickly or effectively to new legislative, regulatory and other developments. These changes may also impair our ability to offer our existing or planned products and services and increase our cost of doing business in various countries.
Moreover, as ESG reporting standards continue to evolve, including with guidance from the International Sustainability Standards Board (ISSB) and the European Sustainability Reporting Standards (ESRS) under the Corporate Sustainability Reporting Directive (CSRD), we continue to evaluate and update our public disclosures in these areas, including refining our disclosure of metrics and goals in accordance with the guidance and our own ESG assessments and priorities.
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.
Highly publicized data 18 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.
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.
We collect data from client 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.
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 rely on the efficient, uninterrupted and secure operation of complex information technology systems and networks to operate our business and securely process, transmit and store electronic information. In the normal course of business, we also share electronic information with our vendors and other third parties.
We rely on the efficient, uninterrupted and secure operation of complex information technology systems and networks to operate our business and securely process, transmit and store electronic information.
Many statutory requirements, both in the U.S. and abroad, include obligations for companies to notify individuals of security breaches involving certain personal information, which could result from breaches experienced by us or our vendors.
Failure to comply with some of these obligations, especially those related to data retention requirements, could expose us to regulatory fines and other penalties. Many statutory requirements, both in the U.S. and abroad, include obligations for companies to notify individuals of security breaches involving certain personal information, which could result from breaches experienced by us or our vendors.
If we are unable to achieve and maintain adequate billing rates for all of our services, our margins and profitability could decline. 29 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 our business, results of operations and financial condition.
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 our business, results of operations and financial condition.
The Company has significant defined benefit pension obligations to its current and former employees, totaling approximately $12.2 billion, and related plan assets of approximately $13.5 billion, at December 31, 2023 on a U.S. GAAP basi s.
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.
We currently utilize the services of hundreds of third-party providers to meet the needs of our clients around the world. There is a risk that our third-party providers or introducers engage in business practices that are prohibited by our internal policies or violate applicable laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act.
There is a risk that our third-party providers or introducers engage in business practices that are prohibited by our internal policies or violate applicable laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act. We may not be able to effectively identify and manage actual and apparent conflicts of interest.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−0 removed12 unchanged
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 ISO/IEC:27001, and provides a framework for assessing cybersecurity risk and identifying and managing cybersecurity threats and incidents, including threats and incidents associated with our use of services, applications and products provided by third-party vendors and service providers.
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.
Our cybersecurity risk management program is coordinated by cross-functional teams, including risk management, legal and compliance, business resiliency management and information security. These teams develop, implement and maintain our compliance policies, programs and training, business resiliency, disaster recovery and information security frameworks, solutions and procedures.
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.
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. 33
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
In 2023, we did not identify any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations, or financial condition.
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.
Our cybersecurity risk management framework includes (1) procedures designed to assess the data privacy and cybersecurity practices of third-party vendors and service providers (including risk assessments and contractual protections), (2) technical IT controls designed to manage risks associated with cybersecurity incidents (such as 32 multifactor authentication and requirements for VPN or private channel access to our systems), and (3) formal policies and procedures designed to address cybersecurity incidents.
Our cybersecurity risk management framework includes (1) procedures designed to assess the data privacy and cybersecurity practices of third-party vendors and service providers (including risk assessments and contractual protections), (2) technical IT controls designed to manage risks associated with cybersecurity incidents (such as multi-factor authentication and requirements for VPN or private channel access to our systems), and (3) formal policies and procedures designed to address cybersecurity incidents.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+1 added−2 removed1 unchanged
Biggest changeThe following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock in 2023 and 2022, and each quarterly period thereof: 2023 Stock Price Range 2022 Stock Price Range High Low High Low First Quarter $176.85 $151.86 $173.34 $142.80 Second Quarter $189.02 $165.86 $183.14 $143.33 Third Quarter $199.20 $183.81 $174.23 $146.82 Fourth Quarter $202.81 $184.02 $176.75 $148.14 Full Year $202.81 $151.86 $183.14 $142.80 The Company has a share repurchases program authorized by the Board of Directors.
Biggest changeThe 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 Company repurchased approximately 6.4 million shares of its common stock for $1.15 billion in 2023. At December 31, 2023, the Company remained authorized to repurchase up to approximately $3.2 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. 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.
Removed
The Company repurchased approximately 12.2 million shares of its common stock for $1.9 billion in 2022. In March 2022, the Board of Directors of the Company authorized an additional $5 billion in share repurchases. This was in addition to the Company's existing share repurchase program, which had approximately $1.3 billion of remaining authorization at December 31, 2021.
Added
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.
Removed
The following information relates to the Company's repurchases of equity securities during each month within the fourth quarter of the fiscal year covered by this report: Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs Oct 1-31, 2023 239,503 $ 187.95 239,503 $ 3,369,049,645 Nov 1-30, 2023 635,940 $ 197.13 635,940 $ 3,243,683,847 Dec 1-31, 2023 410,498 $ 193.91 410,498 $ 3,164,084,989 Total 1,285,941 $ 194.39 1,285,941 $ 3,164,084,989 At February 8, 2024, there were 4,044 stockholders of record.

Item 7. Management's Discussion & Analysis

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

113 edited+36 added−32 removed71 unchanged
Biggest change(*) Rounded to whole percentages. 39 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, 2023 and 2022: 2023 2022 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 (a) $ 11,378 $ 70 $ (109) $ 11,339 $ 10,505 $ 5 $ 10,510 Guy Carpenter (b) 2,258 16 (80) 2,194 2,020 (19) 2,001 Subtotal 13,636 86 (189) 13,533 12,525 (14) 12,511 Fiduciary interest income 453 1 — 454 120 — 120 Total Risk and Insurance Services 14,089 87 (189) 13,987 12,645 (14) 12,631 Consulting Mercer (c) 5,587 23 11 5,621 5,345 (68) 5,277 Oliver Wyman Group (a) 3,122 (15) (79) 3,028 2,794 11 2,805 Total Consulting 8,709 8 (68) 8,649 8,139 (57) 8,082 Corporate Eliminations (62) — — (62) (64) — (64) Total Revenue $ 22,736 $ 95 $ (257) $ 22,574 $ 20,720 $ (71) $ 20,649 The following table provides more detailed revenue information for certain of the components presented in the previous table: 2023 2022 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 (a) (d) $ 3,262 $ 12 $ (6) $ 3,268 $ 2,997 $ 8 $ 3,005 Asia Pacific (d) 1,295 37 (5) 1,327 1,215 — 1,215 Latin America 559 6 1 566 502 — 502 Total International 5,116 55 (10) 5,161 4,714 8 4,722 U.S./Canada 6,262 15 (99) 6,178 5,791 (3) 5,788 Total Marsh $ 11,378 $ 70 $ (109) $ 11,339 $ 10,505 $ 5 $ 10,510 Mercer: Wealth (c) $ 2,507 $ 11 $ 19 $ 2,537 $ 2,366 $ 69 $ 2,435 Health (c) 2,061 4 (2) 2,063 2,017 (137) 1,880 Career 1,019 8 (6) 1,021 962 — 962 Total Mercer $ 5,587 $ 23 $ 11 $ 5,621 $ 5,345 $ (68) $ 5,277 (a) Acquisitions, dispositions, and other in 2022 includes the loss on deconsolidation of the Company's Russian businesses at Marsh of $27 million and Oliver Wyman Group of $12 million.
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.
This section also includes a discussion of the key drivers impacting the Company’s financial results of operations both on a consolidated basis and by reportable segments. We describe the primary sources of revenue and categories of expense for each segment in the discussion of segment financial results.
This section also includes a discussion of the key drivers impacting the Company’s financial results of operations both on a consolidated basis and by reportable segments. We describe the primary sources of revenue and categories of expense for each reportable segment in the discussion of segment financial results.
Revenues can be affected by premium rate levels in the insurance/reinsurance markets, the amount of risk retained by insurance and reinsurance clients, and by the value of the risks that have been insured since commission-based compensation is frequently related to the premiums paid by insureds and reinsureds.
Revenues can be affected by premium rate levels in the insurance and reinsurance markets, the amount of risk retained by insurance and reinsurance clients, and by the value of the risks that have been insured since commission-based compensation is frequently related to the premiums paid by insureds and reinsureds.
GAAP. In the U.K., the assumptions used to determine pension contributions are the result of legally-prescribed negotiations between the Company and the plans' trustee that typically occur every three years in conjunction with the actuarial valuation of the plans. Currently, this results in a lower funded status compared to U.S. GAAP and may result in contributions irrespective of the U.S.
In the U.K., the assumptions used to determine pension contributions are the result of legally prescribed negotiations between the Company and the plans' trustee that typically occur every three years in conjunction with the actuarial valuation of the plans. Currently, this results in a lower funded status compared to U.S. GAAP and may result in contributions irrespective of the U.S.
Pension Fund, excluding the JLT section, an agreement was reached with the trustee in the fourth quarter of 2022, based on the surplus funding position at December 31, 2021. In accordance with the agreement, no deficit funding is required at the earliest until 2026.
Pension Fund, excluding the JLT section, an agreement was reached with the trustee in the fourth quarter of 2022, based on the surplus funding position at December 31, 2021. In accordance with the agreement, no deficit funding is at the earliest required until 2026.
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 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 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.
The trends and comparisons of revenue from one period to the next can be affected by changes in premium rate levels, fluctuations in client risk retention and increases or decreases 41 in the value of risks that have been insured, as well as new and lost business, and the volume of business from new and existing clients.
The trends and comparisons of revenue from one period to the next can be affected by changes in premium rate levels, fluctuations in client risk retention and increases or decreases in the value of risks that have been insured, as well as new and lost business, and the volume of business from new and existing clients.
The hedge is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80% of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match.
The hedge effectiveness is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80% of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match.
This other compensation includes, among other things, payment 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's placements, primarily driven by Marsh McLennan Agency ("MMA") and parts of Marsh's international operations.
In December 2022, the Company renewed its agreement to support annual deficit contributions that may be required by the U.K. operating companies under certain circumstances, up to £450 million (or $576 million) over a seven-year period. This is part of an agreement which gives the Company greater influence over asset allocation and overall investment decisions.
In December 2022, the Company renewed its agreement to support annual deficit contributions that may be required by the U.K. operating companies under certain circumstances, up to £450 million (or $566 million) over a seven-year period. This is part of an agreement which gives the Company greater influence over asset allocation and overall investment decisions.
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. 51 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. 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.
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, 2022. 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, 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.
The Company’s accounting policies for its defined benefit pension plans, including the selection of and sensitivity to assumptions, are discussed in Management’s Discussion of Critical Accounting Estimates. For additional information regarding the Company’s retirement plans, refer to Note 1, Summary of Significant Accounting Policies, and Note 8, Retirement Benefits, in the notes to the consolidated financial statements.
The Com pany’s accounting policies for its defined benefit pension plans, including the selection of and sensitivity to assumptions, are discussed in Management’s Discussion of Critical Accounting Estimates. For additional information regarding the Company’s retirement plans, refer to Note 1, Summary of Significant Accounting Policies, and Note 8, Retirement Benefits, in the notes to the consolidated financial statements.
The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly. 47 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. 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.
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 2021, 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 2022, refer to "Item 7.
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, 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 credits.
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. 52 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. 54 Income Taxes Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions.
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." 54
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
The following table shows the weighted average assumed rate of return and the discount rate at the December 31, 2023 measurement date used to measure pension expense in 2024 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, 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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. General Marsh & McLennan Companies Inc., and its consolidated subsidiaries (the "Company") is a global professional services firm in the areas of risk, strategy and people. The Company helps clients build the confidence to thrive through the power of perspective of its four market-leading businesses.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. General Marsh McLennan Companies Inc., and its consolidated subsidiaries (Marsh McLennan or the "Company") a global professional services firm in the areas of risk, strategy and people. The Company helps clients build the confidence to thrive through the power of perspective of our four market-leading businesses.
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) 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.
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.
The increase is primarily the result of higher operating income in 2023, compared to the prior year. Consolidated Revenue and Expense Revenue – Non-GAAP Revenue and Components of Change The Company advises clients in over 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue.
The increase is primarily the result of higher operating income in 2024, compared to the prior year. 40 Consolidated Revenue and Expense Revenue – Non-GAAP Revenue and Components of Change The Company advises clients in 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue.
The Company can also provide financial support to its operating subsidiaries for acquisitions, investments and certain parts of their business that require liquidity, such as the capital markets business of Guy Carpenter. Other sources of liquidity include borrowing facilities in financing cash flows.
The Company can also provide financial support to its operating subsidiaries for acquisitions, investments and certain parts of their business that require liquidity, such as the capital markets business of Guy Carpenter. Other sources of liquidity include borrowing facilities discussed below in the Financing Cash Flows section.
At December 31, 2023 and 2022, the Company had no borrowings under this facility. In October 2023, the Company terminated its one-year uncommitted revolving credit facility ("Uncommitted Credit Facility"). There were no borrowings outstanding under the Uncommitted Credit Facility at December 31, 2022 .
At December 31, 2024 and 2023, the Company had no borrowings under this facility. In October 2023, the Company terminated its one-year uncommitted revolving credit facility (the "Uncommitted Credit Facility"). There were no borrowings outstanding under the Uncommitted Credit Facility at December 31, 2023 .
With annual revenue of $23 billion, the Company has more than 85,000 colleagues advising clients in over 130 countries. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities.
With annual revenue of over $24 billion, the Company has 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. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities.
The Company used cash of $271 million and $193 million related to its restructuring activities in 2023 and 2022, 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 $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.
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.
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.
Expenses in 2023 also include $51 million of insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.
Expenses in 2023 included a benefit of $51 million of insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.
The table does not include the liability for unrecognized tax benefits of $124 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $49 million that may become payable within one year.
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.
Assumed rate of return on plan assets $ (23) $ (46) $ 23 $ 46 Discount Rate $ — $ 8 $ — $ (9) 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 $ (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.
As part of its risk management program, the Company issued €1.1 billion senior notes, and designated the debt instruments as a net investment hedge of its Euro denominated subsidiaries.
As part of its risk management program, the Company designated its €1.1 billion senior note debt instruments ("Euro notes") as a net investment hedge (the "hedge") of its Euro denominated subsidiaries.
The table also does not include the remaining transitional tax payments related to the Tax Cuts and Jobs Act ("TCJA") of $58 million, which will be paid in installments from 2024 through 2026. 50 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 ("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 Company also maintains other credit and overdraft facilities with various financial institutions aggregating $113 million at December 31, 2023 , and $362 million at December 31, 2022. There were no o utstanding borrowings under these facilities at December 31, 2023 and 2022.
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.
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 2023, the Company recorded foreign currency translation adjustments which increased net equity by $274 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 2024, the Company recorded foreign currency translation adjustments which decreased net equity by $569 million.
At the end of 2023, the actual allocation for the U.K. plans was 13% equities and equity alternatives and 87% 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 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.
The reporting unit level is defined as the same level as the Company's operating segments. In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. Alternatively, the Company may elect to proceed directly to the quantitative goodwill impairment test.
The reporting unit level is defined as the same level as the Company's operating segments. In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test.
Financing Cash Flows Net cash used for financing activities was $1.1 billion in 2023 , compared with $1.0 billion used by financing activities in 2022 . 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 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 .
The Company continues to evaluate its global investment and repatriation strategy in light of our capital requirements and potential costs of repatriation, which are generally limited to local country withholding taxes. 45 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. 47 Liquidity and Capital Resources The Company is organized as a legal entity separate and distinct from its operating subsidiaries.
At December 31, 2023, the Company had approximately $1.2 billion of cash and cash equivalents in its foreign operations, which includes $462 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements.
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.
Share Repurchases In 2023, the Company repurchased 6.4 million shares of its common stock for $1.15 billion. At December 31, 2023, the Company remained authorized to repurchase up to approximately $3.2 billion in shares of its common stock. There is no time limit on this author ization.
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.
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 $54 million in 2023 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 decreased by $75 million in 2024 due to change in foreign exchange rates.
At December 31, 2023, the Company has commitments for potential future investments of approximately $121 million in private equity funds that invest primarily in financial services companies.
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.
In 2023, the Company incurred $62 million of total restructuring cost in the Consulting segment, compared to $77 million in the prior year, primarily related to the Company's activities initiated in the fourth quarter of 2022, focused on workforce actions, rationalization of technology and functional services, and reductions in real estate.
In 2024, the Company incurred $79 million of total restructuring costs in the Consulting segment, compared to $62 million in the prior year, primarily related to the Company's activities initiated in the fourth quarter of 2022, focused on workforce actions, rationalization of technology and functional services, and reductions in real estate.
The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company’s consolidated 2023 results compared to the 2022 results, 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 2024, compared to the results for fiscal year 2023, and should be read in conjunction with the consolidated financial statements and notes.
GAAP funded status. 46 In 2021, the JLT Pension Scheme was merged into the MMC U.K. Pension Fund with a new segregated JLT section created (referred to as the "JLT section"). The Company contributed $42 million to its U.K. plans, including the JLT section, in 2023.
GAAP funded status. 48 In 2021, the JLT Pension Scheme was merged into the MMC U.K. Pension Fund with a new segregated JLT section created (referred to as the "JLT section"). The Company contributed $21 million to its U.K. plans, including the JLT section, in 2024.
Dividends The Company paid divide nds on its common stock shares of $1.3 billion ($2.60 per share) in 2023, as compared with $1.1 billion ($2.25 per share) in 2022. In January 2024, the Board of Directors of the Company declared a quarterly dividend of $0.710 per share on outstanding common stock, payable in February 2024.
Dividends The Company paid divide nds on its common stock shares of $1.5 billion ($3.05 per share) in 2024, as compared with $1.3 billion ($2.60 per share) in 2023. In January 2025, the Board of Directors of the Company declared a quarterly dividend of $0.815 per share on outstanding common stock, payable in February 2025.
In 2023, the Company's defined benefit pension plan assets had gains of 9.3% and 4.1% in the U.S. and U.K., respectively, as compared to losses of 18.3% and 29.2% in the U.S. and U.K., respectively, in 2022.
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.
ROW Assumed rate of return on plan assets 5.44 % 6.49 % 4.96 % Discount rate 4.95 % 5.52 % 4.59 % 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 5.43 % 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.
Dollars based on the difference in the current and corresponding prior period exchange rates. 38 The percentage change for acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.
The percentage change for acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.
Unrecognized actuarial losses as of December 31, 2023, were approximately $1.3 billion and $3.2 billion for the U.S. plans and non-U.S. plans, respectively, compared with losses of $1.4 billion and $2.6 billion as of December 31, 2022. The decrease in the U.S. is primarily due to greater than expected returns on plan assets.
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.
At the end of 2023, the actual allocation for the U.S. plans was 49% equities and equity alternatives and 51% fixed income. The target asset allocation for the U.K. plans, which comprise approximately 79% of non-U.S. plan assets, is 14% equities and equity alternatives and 86% fixed income.
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.
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. 36 Financial Highlights • Consolidated revenue in 2023 was $22.7 billion, an increase of 10%, or 9% on an underlying basis. • Consolidated operating income increased $1.0 billion, or 23% to $5.3 billion in 2023, compared to 2022.
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.
In September 2023, the Company issued $600 million of 5.400% senior notes due 2033 and $1 billion of 5.700% senior notes due 2053. 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 used the net proceeds from these issuances for general corporate purposes. In October 2023, the Company repaid $250 million of 4.05% senior notes at maturity. In September 2023, the Company issued $600 million of 5.400% senior notes due 2033 and $1 billion of 5.700% senior notes due 2053.
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.
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.
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 2022, the Company contributed $30 million to its U.S. defined benefit pension plans and $139 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. 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.
The Company expects to contribute approximately $78 million to it s non-U.S. defined benefit plans in 2024, comprising approximately of $39 million to the U.K. plans and $39 million to plans outside of the U.K.
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 recorded net investment income of $5 million in 2023, compared to $21 million in 2022. The decrease in 2023 is primarily driven by lower mark-to-market gains from the Company's private equity investments compared to the prior year. 44 Income and Other Taxes The Company's consolidated effective tax rate for 2023 and 2022 was 24.3% and 24.4%, respectively.
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.
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. 37 Consolidated Results of Operations For the Years Ended December 31, (In millions, except per share data) 2023 2022 2021 Revenue $ 22,736 $ 20,720 $ 19,820 Expense: Compensation and benefits 13,099 12,071 11,425 Other operating expenses 4,355 4,369 4,083 Operating expenses 17,454 16,440 15,508 Operating income $ 5,282 $ 4,280 $ 4,312 Income before income taxes $ 5,026 $ 4,082 $ 4,208 Net income before non-controlling interests $ 3,802 $ 3,087 $ 3,174 Net income attributable to the Company $ 3,756 $ 3,050 $ 3,143 Net income per share attributable to the Company – Basic $ 7.60 $ 6.11 $ 6.20 – Diluted $ 7.53 $ 6.04 $ 6.13 Average number of shares outstanding: – Basic 494 499 507 – Diluted 499 505 513 Shares outstanding at December 31, 492 495 504 Consolidated operating income increased $1.0 billion, or 23% to $5.3 billion in 2023, compared to $4.3 billion in the prior year, reflecting a 10% increase in revenue and a 6% 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. 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.
Revenue increased 11% on an underlying basis and 1% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation. Interest earned on fiduciary funds increased by $333 million to $453 million in 2023, compared to $120 million in the prior year.
Revenue increased 8% on an underlying basis and 2% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation. Interest earned on fiduciary funds increased $44 million to $497 million in 2024, compared to $453 million in 2023, due to higher average interest rates compared to the prior year.
Net income attributable to the Company was $3.8 billion. Earnings per share on a diluted basis increased to $7.53 from $6.04, or 25%, compared with 2022. • Risk and Insurance Services revenue in 2023 was $14.1 billion, an increase of 11%, on a reported and underlying basis.
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.
The Company’s additions to fixed assets and capitalized software, which amounted to $416 million in 2023 and $470 million in 2022, related primarily to software development costs, the refurbishing and modernizing of office facilities, and technology equipment purchases. Cash used for long-term investments in 2023 is due to investments in private equity funds.
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 utilizes a model developed by Mercer, a subsidiary of the Company, to assist in the determination of this assumption. The model takes into account several factors, including: target portfolio allocation, investment, administrative and trading expenses incurred directly by the plan trust, historical portfolio performance, relevant forward-looking economic analysis, and expected returns, variances and correlations for different asset classes.
The model takes into account several factors, including: actual and target portfolio allocation, investment, administrative and trading expenses incurred directly by the plan trust, historical portfolio performance, relevant forward-looking economic analysis, and expected returns, variances and correlations for different asset classes.
The Company's contributions to its U.K. plans, including the JLT section, for 2024 are expected to be approximately $39 million. The Company made deficit contributions of $41 million to the JLT section in 2023 , and is expected to make contributions totaling approximately $38 million in 2024. For the MMC U.K.
The Company's contributions to its U.K. plans, including the JLT section, for 2025 are expected to be approximately $1 million. The Company made deficit contributions of $20 million to the JLT section in 2024 and is not required to make any deficit contributions to the JLT section in 2025. For the MMC U.K.
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 Consulting segment increased $457 million, or 7%, to $7.0 billion in 2023, compared to $6.6 billion in 2022. Expenses reflect an increase of 2% from acquisitions.
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.
The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S.
The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates.
Management determined that there is sufficient positive evidence to conclude that it is more likely than not that deferred tax assets are realizable, primarily due to the sustained profitability of its operations. The valuation allowance release resulted in a decrease to tax expense of $94 million in the current year.
Management determined that there was sufficient positive evidence to conclude that it was more likely than not that deferred tax assets were realizable, primarily due to the sustained profitability of its operations. The release of valuation allowances resulted in a decrease to tax expense of $94 million in 2023. The effective tax rate may vary significantly from period to period.
Through December 31, 2023, the Company has incurred $441 million of these restructuring costs, primarily related to severance and lease exit charges, of which $222 million were incurred in 2023. Any remaining costs are expected to be incurred by the end of 2024. Related estimated savings are expected to be approximately $400 million, with $230 million realized in 2023.
The Company incurred approximately $660 million of these restructuring costs through December 31, 2024, primarily severance and lease exit charges, of which $221 million were incurred in 2024. Related estimated savings are expected to be over $500 million, with over $450 million realized through December 31, 2024. The remaining savings are expected to be realized in 2025.
Contingent Payments Related To Acquisitions The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt, payment or adjustment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating). 48 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) 2023 2022 2021 Operating: Contingent consideration payments for prior year acquisitions $ (41) $ (38) $ (49) Receipt of contingent consideration for dispositions 1 — 19 Acquisition/disposition related net charges for adjustments 29 49 57 Adjustments and payments related to contingent consideration $ (11) $ 11 $ 27 Financing: Contingent consideration for prior year acquisitions $ (135) $ (32) $ (28) Deferred consideration related to prior year acquisitions (67) (126) (89) Payments of deferred and contingent consideration for acquisitions $ (202) $ (158) $ (117) Receipt of contingent consideration for dispositions $ 2 $ 3 $ 71 For acquisitions completed in 2023, and in prior years, remaining estimated future contingent payments of $252 million and deferred consideration payments of $92 million, are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheets at December 31, 2023.
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.
Operating income was $3.9 billion and $3.1 billion in 2023 and 2022, respectively. • Consulting revenue in 2023 was $8.7 billion, an increase of 7%, on a reported and underlying basis.
Operating income was $1.8 billion and $1.7 billion in 2024 and 2023, respectively. • Mercer's revenue in 2024 was $5.7 billion, an increase of 3%, or 5% on an underlying basis.
On an underlying basis, revenue increased 11% and 7% in 2023, in the Risk and Insurance Services and Consulting segments, respectively. Underlying revenue growth in the Risk and Insurance Services and Consulting segments in 2023 reflect the continued demand for our advice and solutions.
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.
In 2023, the Company made contributions of $33 million to its non-qualified plans and expects to contribute approximately $31 million in 2024. The Company was not required to and made no contributions to its U.S. qualified plans in 2023. In 2024, the Company is required to make contributions totaling $2 million to its U.S. qualified plans.
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 2023, pre-tax income in the U.K., Canada, Barbados, Ireland, Bermuda, India, United Arab Emirates, Japan, and Australia accounted for approximately 65% of the Company's total non-U.S. pre-tax income, with effective rates in those countries of 20.0%, 27.3%, 1.2%, 23.2%, (18.8)%, 26.0%, 17.3%, 37.6%, and 26.0%, respectively.
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.
The 2023 effective tax rate reflects the previously-enacted change in the U.K. corporate income tax rate from 19% to 25%, which was effective April 1, 2023. The blended U.K. statutory tax rate for 2023 is 23.5%.
The 2024 effective tax rate reflects the full impact of the previously enacted change in the U.K. corporate income tax rate from 19% to 25%, which was effective April 1, 2023. The blended U.K. statutory tax rate for 2023 was 23.5%. In 2023, the Company released valuation allowances related to its non-U.S. operations.
The outflow of funds in 2023 related primarily to the acquisitions of Honan Insurance Group, Graham Company and the Westpac Transaction 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. 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.
In connection with the disposition of Mercer's U.S. affinity business in 2022, the Company transferred to the buyer an additional $24 million of cash and cash equivalents held in a fiduciary capacity in 2023. 49 In 2022, the Company sold certain businesses, primarily Mercer's U.S. affinity business, for cash proceeds of approximately $155 million, partially offset by $36 million primarily related to cash and cash equivalents held in a fiduciary capacity in the disposed businesses.
In connection with the disposition of Mercer's U.S. affinity business in 2022, the Company transferred to the buyer an additional $24 million of cash and cash equivalents held in a fiduciary capacity in 2023.
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 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.
Operating Cash Flows The Company provided $4.3 billion of cash from operations in 2023, compared to $3.5 billion provided by operations in 2022.
Operating Cash Flows The Company provided $4.3 billion of cash from operations both in 2024 and in 2023.
In 2023, the Company incurred a total of $177 million restructuring costs in Risk and Insurance Services, compared to $254 million in 2022, primarily related to activities initiated in the fourth quarter of 2022, focused on workforce actions, rationalization of technology and functional services, and reductions in real estate and lease exit charges for a legacy JLT U.K. location.
In 2024, the Company incurred a total of $148 million of restructuring costs in Risk and Insurance Services, compared to $177 million in 2023, primarily related to activities initiated in the fourth quarter of 2022, focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. 44 Consulting The Company conducts business in its Consulting segment through Mercer and Oliver Wyman Group.
The results of operations for the Risk and Insurance Services segment are as follows: (In millions, except percentages) 2023 2022 2021 Revenue $ 14,089 $ 12,645 $ 12,085 Compensation and benefits (a) 7,702 7,101 6,656 Other operating expenses (a) 2,442 2,455 2,349 Operating expenses 10,144 9,556 9,005 Operating income $ 3,945 $ 3,089 $ 3,080 Operating income margin 28.0 % 24.4 % 25.5 % (a) In 2023, the Company reclassified certain amounts between Compensation and benefits and Other operating expenses for each reporting segment.
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.
Restructuring activities In the fourth quarter of 2022, the Company initiated activities focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. The Company anticipates total charges related to these activities to be approximately $475 million.
Restructuring activities The Company incurred a total of $276 million for restructuring activities in 2024 , compared to $301 million in 2023. In the fourth quarter of 2022, the Company initiated activities focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. These activities were completed at the end of 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 changeIn Continental Europe, the largest amount of revenue from renewals for the Risk and Insurance Services segment o ccurs in the first quarter. 55 Equity Price Risk The Company holds investments in bo th public and private companies as well as private equity funds, including investments of approximately $16 million that are valued using readily determinable fair values and approximately $20 million of investments without readily determinable fair values.
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.
The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 53% 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 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 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. 56
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 also has investments of approximately $266 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 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.
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 2023, the Company estimates net operating income would increase or decrease by approximately $80 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 2024, the Company estimates 57 net operating income would increase or decrease by approximately $93 million .
The Company had the following investments subject to variable interest rates: For the Years Ended December 31, (In millions) 2023 2022 Cash and cash equivalents $ 3,358 $ 1,442 Cash and cash equivalents held in a fiduciary capacity $ 10,794 $ 10,660 Based on the above balances at December 31, 2023, if short-term interest rates increased or decreased by 10% , or 47 basis points for the year 2024, annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately $66 million.
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.
At December 31, 2022, a change in short-term interest rates of 10%, or 25 basis points, would have increased or decreased interest income by approximately $30 million. The change in interest rate risk at December 31, 2023 is due to higher short-term interest rates compared to the prior year.
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.
The corresponding increase or decrease in net operating income in 2022 was estimated at $74 million. The Company has exposure to approximately 80 f oreign currencies overall.
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.
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Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension cost. The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year.
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Assumptions used to determine net periodic cost for 2025 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements.
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For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Discussion of Critical Accounting Policies and Estimates - Retirement Benefits" section included in this report.

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