Obligation MarshMcLennan 3.875% ( US571748BF82 ) en USD

MarshMcLennan

100 % ▲

Etas-Unis

US571748BF82 ( en USD )

3.875% par an ( paiement semestriel )

15/03/2024 - Obligation échue

Prospectus brochure de l'obligation Marsh & McLennan US571748BF82 en USD 3.875%, échue

2 000 USD

1 000 000 000 USD

571748BF8

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

Marsh & McLennan Companies (MMC) est une société mondiale de services professionnels offrant des services de courtage d'assurance, de gestion des risques, de conseil et de solutions de réassurance à travers ses quatre principales divisions : Marsh, Guy Carpenter, Mercer et Oliver Wyman.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BF82, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2024

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BF82, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BF82, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d680032d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-226427
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price

Registration Fee(1)
3.500% Senior Notes due 2020

$700,000,000

$84,840
3.875% Senior Notes due 2024

$1,000,000,000

$121,200
4.375% Senior Notes due 2029

$1,250,000,000

$151,500
4.750% Senior Notes due 2039

$500,000,000

$60,600
4.900% Senior Notes due 2049

$1,250,000,000

$151,500
Floating Rate Note Senior Notes due 2021

$300,000,000

$36,360

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
January 8, 2019
(To Prospectus Dated July 30, 2018)

$5,000,000,000

Marsh & McLennan Companies, Inc.
$700,000,000 3.500% Senior Notes due 2020
$1,000,000,000 3.875% Senior Notes due 2024
$1,250,000,000 4.375% Senior Notes due 2029
$500,000,000 4.750% Senior Notes due 2039
$1,250,000,000 4.900% Senior Notes due 2049
$300,000,000 Floating Rate Senior Notes due 2021
We will pay interest on the 3.500% Senior Notes due 2020 (the "2020 Notes") on June 29 and December 29 of each year, beginning on June 29, 2019. The 2020 Notes will mature on
December 29, 2020. We will pay interest on the 3.875% Senior Notes due 2024 (the "2024 Notes") on March 15 and September 15 of each year, beginning on September 15, 2019. The 2024
Notes will mature on March 15, 2024. We will pay interest on the 4.375% Senior Notes due 2029 (the "2029 Notes") on March 15 and September 15 of each year, beginning on September 15,
2019. The 2029 Notes will mature on March 15, 2029. We will pay interest on the 4.750% Senior Notes due 2039 (the "2039 Notes") on March 15 and September 15 of each year, beginning on
September 15, 2019. The 2039 Notes will mature on March 15, 2039. We will pay interest on the 4.900% Senior Notes due 2049 (the "2049 Notes" and together with the 2020 Notes, the 2024
Notes, the 2029 Notes and the 2039 Notes, the "Fixed Rate Notes") on March 15 and September 15 of each year, beginning on September 15, 2019. The 2049 Notes will mature on March 15,
2049.
We will pay interest on the 2021 Floating Rate Senior Notes (the "Floating Rate Notes") quarterly in arrears, on March 29, June 29, September 29 and December 29 of each year, beginning
on March 29, 2019. The rate of interest on the Floating Rate Notes is equal to three month LIBOR plus 1.200% and will be reset quarterly. The Floating Rate Notes will mature on December 29,
2021. The Floating Rate Notes, together with the Fixed Rate Notes, are the "Notes."
We intend to use the net proceeds from this offering to fund, in part, our pending acquisition of Jardine Lloyd Thompson Group plc., referred to as "JLT," including the payment of related
fees and expenses, and to repay certain JLT indebtedness, as well as for general corporate purposes, as described under the heading "Use of Proceeds." We refer to the pending acquisition of JLT
as the "Acquisition." The closing of this offering is expected to occur prior to, and is not conditioned upon, the consummation of the Acquisition.
At our option, we may redeem certain series of the Notes offered hereby, in whole or in part at any time and from time to time, before their maturity at the redemption prices described
herein under "Description of Notes--Optional Redemption." In addition, the 2020 Notes, the 2024 Notes, the 2029 Notes, the 2039 Notes and the Floating Rate Notes, referred to as the "Special
Mandatory Redemption Notes," will be subject to a "special mandatory redemption" in the event that (i) the Acquisition is not consummated on or prior to December 31, 2019, (ii) the Cooperation
Agreement (as defined herein) related to the Acquisition between the Company and JLT is terminated or (iii) the Company notifies the Trustee (as defined herein) that it will not pursue the
consummation of the Acquisition. If a special mandatory redemption event occurs, we will be obligated to redeem all of the outstanding Special Mandatory Redemption Notes on the Special
Mandatory Redemption Date (as defined herein) at the "special mandatory redemption price" equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not
including, the Special Mandatory Redemption Date. See "Description of Notes--Special Mandatory Redemption." The 2049 Notes are not subject to special mandatory redemption and will remain
outstanding even if we do not consummate the Acquisition, unless otherwise redeemed or repurchased as described herein.
The Notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time outstanding.

Investing in the Notes involves risks. See the "Risk Factors" beginning on page S-7 of this prospectus supplement and also the sections entitled "Risk Factors" in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2018 and our Annual Report on Form 10-K for the year ended December 31, 2017, which are both incorporated by reference
into this prospectus supplement and the accompanying prospectus.

Public Offering
Underwriting
Proceeds to Company

Price(1)

Discount

(before expenses)

Per 2020 Note

99.926%

0.250%

99.676%
Total

$
699,482,000

$
1,750,000

$
697,732,000
Per 2024 Note

99.945%

0.600%

99.345%
Total

$
999,450,000

$
6,000,000

$
993,450,000
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
Per 2029 Note

99.965%

0.650%

99.315%
Total

$ 1,249,562,500

$
8,125,000

$
1,241,437,500
Per 2039 Note

99.911%

0.875%

99.036%
Total

$
499,555,000

$
4,375,000

$
495,180,000
Per 2049 Note

99.893%

0.875%

99.018%
Total

$ 1,248,662,500

$ 10,937,500

$
1,237,725,000
Per Floating Rate Note

100.000%

0.450%

99.550%
Total

$
300,000,000

$
1,350,000

$
298,650,000
(1) Plus accrued interest, if any, from January 15, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company for the accounts of its participants, including Euroclear Bank
S.A./N.V. and Clearstream Banking, société anonyme, on or about January 15, 2019.
Joint Book-Running Managers

Goldman Sachs & Co. LLC

BofA Merrill Lynch

Citigroup

Deutsche Bank Securities

Barclays

HSBC

J.P. Morgan

MUFG
RBC Capital Markets

US Bancorp

Wells Fargo Securities
Co-Managers

ANZ Securities

BNP PARIBAS

Drexel Hamilton

GC Securities
PNC Capital Markets LLC

Scotiabank

TD Securities

The Williams Capital Group, L.P.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Incorporation of Certain Documents by Reference

S-ii
Summary

S-1
Information Concerning Forward-Looking Statements

S-5
Risk Factors

S-7
Use of Proceeds

S-9
Description of Notes

S-10
Material U.S. Federal Income Tax Consequences

S-19
Underwriting (Conflicts of Interest)

S-23
Legal Matters

S-29
Experts

S-29
Prospectus

About This Prospectus

1
Marsh & McLennan Companies, Inc.

1
Use of Proceeds

1
Ratio of Earnings to Fixed Charges

1
Description of Securities

1
Description of Capital Stock

2
Depositary Shares Representing Preferred Stock

5
Description of Debt Securities

5
Description of Warrants

15
Description of Purchase Contracts

15
Description of Units

15
Plan of Distribution

15
Where You Can Find More Information

17
Information Concerning Forward-Looking Statements

17
Legal Opinions

18
Experts

18
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of Notes. The second
part, the accompanying prospectus dated July 30, 2018, gives more general information, some of which may not apply to this offering. You should
carefully read both this prospectus supplement and the accompanying prospectus, together with the information described under the heading "Where You
Can Find More Information" in the accompanying prospectus.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our," and "the Company" are to Marsh & McLennan
Companies, Inc. and not its subsidiaries, except where the context otherwise requires.
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information or to make any representations
other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we
have authorized for use with respect to this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you or any representation that others may make to you. This prospectus supplement and the accompanying prospectus are
an offer to sell only the Notes, but only under

S-i
Table of Contents
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement or the accompanying prospectus, as
well as information previously filed with the Securities and Exchange Commission ("SEC") and incorporated by reference, is current only as of the date of
such information. Our business, financial condition, results of operations and prospects may have changed since that date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Company to "incorporate by reference" the information it files with the SEC. This permits us to disclose important information
to you by referencing these filed documents, which are considered part of this prospectus supplement and the accompanying prospectus. Information that
we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that the Company previously filed with the SEC and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the Notes has been completed; provided that, unless otherwise stated,
we will not incorporate by reference any filing that is "furnished" or deemed "furnished" to the SEC. These documents contain important information
about the Company.
We will provide without charge, upon written or oral request, a copy of any or all of the documents which are incorporated by reference in this
prospectus supplement and the accompanying prospectus. Requests should be directed to Investor Relations, Marsh & McLennan Companies, Inc., 1166
Avenue of the Americas, New York, New York 10036-2774 (telephone number (212) 345-5000). The Company's website can be found at
www.mmc.com. The information found on or accessed through our website and the websites of our operating companies is not a part of this prospectus
supplement or the accompanying prospectus.

SEC Filings

Date Filed with the SEC

Annual Report on Form 10-K for the Year ended December 31, 2017

February 22, 2018
Quarterly Report on Form 10-Q for the Quarter ended March 31, 2018

April 27, 2018
Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018

July 27, 2018
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2018

October 26, 2018
Current Reports on Form 8-K
March 1, May 9,

September 18, 2018
Definitive Proxy Statement on Schedule 14A (solely to the extent incorporated by reference into the Company's Annual
Report on Form 10-K for the Year ended December 31, 2017)

March 30, 2018

S-ii
Table of Contents
SUMMARY
The Company
Marsh & McLennan Companies, Inc. is a global professional services firm offering clients advice and solutions in risk, strategy and people. Its
businesses include: Marsh, the insurance broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the
provider of HR and investment related financial advice and services and Oliver Wyman Group, the management, economic and brand consultancy.
With approximately 65,000 colleagues worldwide and annual revenue of more than $14 billion, the Company provides analysis, advice and
transactional capabilities to clients in more than 130 countries. The Company's executive offices are located at 1166 Avenue of the Americas, New
York, New York 10036-2774, and our telephone number is (212) 345-5000.
Recent Developments
On September 18, 2018, the Company announced that it had reached agreement (the "Acquisition Agreement") on the terms of a recommended
cash acquisition of Jardine Lloyd Thompson Group plc, a public company incorporated in England and Wales ("JLT") (the "Acquisition"). In
connection therewith, on September 18, 2018, the Company entered into a Cooperation Agreement with JLT related to the Acquisition (the
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
"Cooperation Agreement"). Headquartered in London, United Kingdom, JLT is a provider of insurance, reinsurance and employee benefits related
advice, brokerage and associated services with 10,000 colleagues. JLT has publicly reported total revenue of approximately £1.4 billion and profit for
the year of approximately £125.1 million in the fiscal year ending December 31, 2017 and total revenue of approximately £1.3 billion and profit for
the year of approximately £90.9 million in the fiscal year ending December 31, 2016 in accordance with International Financial Reporting Standards
(IFRS). JLT has publicly reported outstanding indebtedness in the approximate principal amount of £920.0 million as of December 31, 2017, some of
which we expect to repay in connection with the closing of the Acquisition.
Under the terms of the Acquisition, JLT shareholders will receive £19.15 in cash for each JLT share, which values JLT's existing issued and to
be issued share capital at approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1). The Company
intends to implement the Acquisition by way of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006.
The Acquisition has been approved by the requisite shareholder majorities at meetings held on November 7, 2018. The closing of the
Acquisition is subject to conditions and certain further terms, including, among others, (i) the receipt of certain antitrust, regulatory and other
approvals, (ii) the sanction of the Acquisition by the High Court of Justice in England and Wales and (iii) completion of the Acquisition no later than
December 31, 2019. Subject to the satisfaction or waiver of all relevant conditions, the Acquisition is expected to be completed in the spring of 2019.
To finance the Acquisition, on September 18, 2018, the Company also entered into a bridge loan agreement (the "Bridge Loan Agreement")
between the Company, the lenders from time to time party thereto and Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC, as
administrative agent. The Bridge Loan Agreement provides for commitments in the aggregate principal amount of £5.2 billion. Affiliates of certain of
the other underwriters in this offering are lenders under the Bridge Loan Agreement. As of December 31, 2018, there were no borrowings outstanding
under the Bridge Loan Agreement.

S-1
Table of Contents
The Offering

Issuer
Marsh & McLennan Companies, Inc.

Notes Offered
$700,000,000 aggregate principal amount of 3.500% Senior Notes due 2020.

$1,000,000,000 aggregate principal amount of 3.875% Senior Notes due 2024.

$1,250,000,000 aggregate principal amount of 4.375% Senior Notes due 2029.

$500,000,000 aggregate principal amount of 4.750% Senior Notes due 2039.

$1,250,000,000 aggregate principal amount of 4.900% Senior Notes due 2049.
$300,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021.

Maturity Dates
The 2020 Notes will mature on December 29, 2020, unless earlier redeemed or repurchased.

The 2024 Notes will mature on March 15, 2024, unless earlier redeemed or repurchased.
The 2029 Notes will mature on March 15, 2029, unless earlier redeemed or repurchased.

The 2039 Notes will mature on March 15, 2039, unless earlier redeemed or repurchased.

The 2049 Notes will mature on March 15, 2049, unless earlier redeemed or repurchased.
The Floating Rate Senior Notes will mature on December 29, 2021, unless earlier redeemed
or repurchased.

Interest
The 2020 Notes will bear interest at 3.500% per year. The 2024 Notes will bear interest
at 3.875% per year. The 2029 Notes will bear interest at 4.375% per year. The 2039 Notes
will bear interest at 4.750% per year. The 2049 Notes will bear interest at 4.900% per year.

Interest on the 2020 Notes will be payable semi-annually in arrears on June 29 and
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
December 29 of each year, beginning June 29, 2019. Interest on the 2024 Notes, 2029 Notes,

2039 Notes and 2049 Notes will be payable semi-annually in arrears on March 15 and
September 15 of each year, beginning September 15, 2019.

S-2
Table of Contents
The Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR
plus 1.200%, reset quarterly. The interest rate in effect for each day of the initial interest rate

period will be based on an interpolated rate between three-month LIBOR and two-month
LIBOR as of two London banking days prior to the settlement date, plus 1.200% per annum.

Interest on the Floating Rate Notes will be payable quarterly in arrears on March 29, June 29,
September 29 and December 29 of each year, beginning March 29, 2019. Interest on the

Floating Rate Notes for each quarterly interest period will be determined two London
banking days prior to the applicable interest reset date for such interest period, provided that
the interest for the initial interest period will be determined on January 11, 2019.

Ranking
The Notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and
will rank equally with all of our other senior unsecured indebtedness from time to time
outstanding.

As of September 30, 2018, we had approximately $5.7 billion of outstanding senior
unsecured indebtedness, not including the debt of our subsidiaries. As of September 30,

2018, debt of our subsidiaries, to which the Notes will be structurally subordinated, was
approximately $361 million.

Optional Redemption
We may, at our option, redeem the Floating Rate Notes commencing on December 29, 2019,
and the Fixed Rate Notes in whole at any time, or in part from time to time, as described
under "Description of Notes--Optional Redemption."

Special Mandatory Redemption
If (x) the Acquisition is not consummated on or prior to December 31, 2019, (y) the
Cooperation Agreement is terminated or (z) the Company notifies the Trustee that it will not
pursue the consummation of the Acquisition, the Company will be required to redeem the
Special Mandatory Redemption Notes then outstanding at a redemption price equal to 101%
of the principal amount of the Special Mandatory Redemption Notes plus accrued and unpaid
interest, if any, to, but excluding, the Special Mandatory Redemption Date. The 2049 Notes
are not subject to the Special Mandatory Redemption. See "Description of the Notes--
Special Mandatory Redemption."

Additional Notes
We may, without the consent of the noteholders, issue additional notes having the same
ranking and the same interest rate, maturity and other terms (other than the issue date, the
public offering price, the payment of interest accruing prior to the issue date of such
additional notes and the first payment of interest following such issue date) as the Notes
offered by this prospectus supplement.

S-3
Table of Contents
Any such additional notes will be a part of the series having the same terms as the Notes,
provided that, if any additional notes subsequently issued are not fungible for U.S. federal

income tax purposes with any notes previously issued, such additional notes shall trade under
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
a separate CUSIP number.

Sinking Fund
None.

Use of Proceeds
We will receive net proceeds from this offering of approximately $4,964,174,500 after
deducting the underwriting discounts and commissions but before net offering expenses. We
intend to use the net proceeds of this offering to fund, in part, the Acquisition, including the
payment of related fees and expenses, and to repay certain JLT indebtedness, as well as for
general corporate purposes. See "Use of Proceeds."

Conflicts of Interest
GC Securities is a division of MMC Securities LLC, which is an indirect wholly owned
subsidiary of Marsh & McLennan Companies, Inc. MMC Securities LLC is a member of the
Financial Industry Regulatory Authority, Inc. ("FINRA") and as a result of GC Securities'
participation as an underwriter in this offering it is deemed to have a "conflict of interest"
within the meaning of Rule 5121 of FINRA ("Rule 5121"). Therefore, this offering will be
conducted in accordance with Rule 5121, which requires that GC Securities not make sales
to discretionary accounts without the prior written consent of the account holder. A qualified
independent underwriter is not necessary for this offering pursuant to Rule 5121(a)(1)(C).

Listing
We do not intend to list the Notes on any national securities exchange. The Notes will be
new securities for which there is currently no public market.

Governing Law
The indenture and the Notes will be governed by the laws of the State of New York.

Trustee
The Bank of New York Mellon.

Risk Factors
Investing in the Notes involves risks. See the section entitled "Risk Factors" in this
prospectus supplement beginning on page S-7 and also in our Quarterly Report on Form
10-Q for the quarter ended September 30, 2018 and Annual Report on Form 10-K for the
year ended December 31, 2017, both of which are incorporated by reference into this
prospectus supplement and the accompanying prospectus, for a discussion of factors you
should consider carefully before deciding to invest in the Notes.

S-4
Table of Contents
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain "forward-looking statements," as defined in the Private Securities Litigation
Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate,"
"assume," "believe," "continue," "estimate," "expect," "forecast," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like
"could," "may," "might," "should," "will" and "would."
Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or
implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

· our ability to successfully consummate, integrate or achieve the intended benefits of the acquisition of JLT;

· the impact of any investigations, reviews, market studies or other activity by regulatory or law enforcement authorities, including the ongoing

investigations by the European Commission and the U.K. FCA market study;

· the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other

claims against us;

· our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or

proprietary information, particularly given the large volume of our vendor network and the need to patch software vulnerabilities;

· our ability to compete effectively and adapt to changes in the competitive environment, including to respond to disintermediation, digital

disruption and other types of innovation;

· the financial and operational impact of complying with laws and regulations where we operate, including cybersecurity and data privacy

regulations such as the E.U.'s General Data Protection Regulation, anti-corruption laws and trade sanctions regimes;

https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
· the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate, including the

inability to collect on our receivables in certain high-risk jurisdictions;

· the regulatory, contractual and reputational risks that arise based on insurance placement activities and various broker revenue streams;

· the extent to which we manage risks associated with the various services, including fiduciary and investments and other advisory services;

· our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster or otherwise;

· the impact of changes in tax laws, guidance and interpretations, including related to certain provisions of the U.S. Tax Cuts and Jobs Act, or

disagreements with tax authorities;

· the impact of fluctuations in foreign exchange and interest rates on our results; and

· the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact of the adoption of the new

revenue recognition, pension and lease accounting standards.
The factors identified above are not exhaustive. We caution readers not to place undue reliance on any forward-looking statements, which are based
only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or
revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

S-5
Table of Contents
Further information concerning the Company and its businesses, including information about factors that could materially affect our results of
operations and financial condition, is contained in the Company's filings with the SEC, including the "Risk Factors" in this prospectus supplement and the
"Risk Factors" and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our most recently filed
Quarterly Report on Form 10-Q and our Annual Report on Form 10-K, which are incorporated by reference into this prospectus supplement and the
accompanying prospectus.

S-6
Table of Contents
RISK FACTORS
Investing in the Notes involves risks. The Company and its subsidiaries face a number of risks and uncertainties. You should carefully consider the
information in this prospectus supplement and the accompanying prospectus, along with the "Risk Factors" in our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2018 and our Annual Report on Form 10-K for the year ended December 31, 2017, both of which are incorporated by
reference into this prospectus supplement and the accompanying prospectus, before deciding to invest in the Notes. If any of these risks or such other risks
actually occur, our business, results of operations or financial condition could be materially adversely affected.
Risks Relating to the Special Mandatory Redemption Notes
In the event of a special mandatory redemption, holders of the Special Mandatory Redemption Notes may not obtain their expected return on such
Notes.
If we redeem the Special Mandatory Redemption Notes pursuant to the special mandatory redemption provisions, you may not obtain your expected
return on such Notes and may not be able to reinvest the proceeds from such special mandatory redemption in an investment that results in a comparable
return. In addition, as a result of the special mandatory redemption provisions of the Special Mandatory Redemption Notes, the trading prices of such Notes
may not reflect the financial results of our business or macroeconomic factors. You will have no rights under the special mandatory redemption provisions
if the Acquisition is consummated, nor will you have any right to require us to repurchase your Special Mandatory Redemption Notes if, between the
closing of this offering and the consummation of the Acquisition, we experience any changes (including any material adverse changes) in our business or
financial condition, or if the terms of the Acquisition Agreement change, including in material respects.
Risks Relating to the Floating Rate Notes
The amount of interest payable on the Floating Rate Notes is set only once per period based on the three-month LIBOR on the interest
determination date, which rate may fluctuate substantially.
In the past, the level of the three-month LIBOR has experienced significant fluctuations. You should note that historical levels, fluctuations and
trends of the three-month LIBOR are not necessarily indicative of future levels. Any historical upward or downward trend in the three-month LIBOR is not
an indication that the three-month LIBOR is more or less likely to increase or decrease at any time during a floating rate interest period, and you should not
take the historical levels of the three-month LIBOR as an indication of its future performance. You should further note that although the actual three-month
LIBOR on an interest payment date or at other times during an interest period may be higher than the three-month LIBOR on the applicable interest
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
determination date, you will not benefit from the three-month LIBOR at any time other than on the interest determination date for such interest period. As
a result, changes in the three-month LIBOR may not result in a comparable change in the market value of the Floating Rate Notes. Increases in the three-
month LIBOR rate as of any interest determination date will require us to make higher interest payments on the Floating Rate Notes.
Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of the Floating
Rate Notes.
LIBOR and other interest rate, equity, commodity, foreign exchange rate and other types of indices which are deemed to be "benchmarks" are the
subject of ongoing national, international and other regulatory guidance and proposals for reform. These reforms may cause such "benchmarks" to perform
differently than in the past or to disappear entirely or may have other consequences which cannot be predicted. Any such consequence could have an
adverse effect on any notes linked to such a "benchmark," such as the Floating Rate Notes offered hereby.

S-7
Table of Contents
For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit
LIBOR rates after 2021. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the
Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. At this time, it is not possible to predict
the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom
or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the trading market for
LIBOR-based securities, including the Floating Rate Notes. To the extent the three-month LIBOR is discontinued or is no longer quoted, the applicable
base rate used to calculate interest on the Floating Rate Notes will be determined using the alternative methods described in "Description of Notes." This
may result in the amount of interest payments on the Floating Rate Notes being different than expected and may affect the market value of the Floating
Rate Notes.

S-8
Table of Contents
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $4,964,174,500 after deducting underwriting discounts and commissions but before
net offering expenses. We intend to use the net proceeds of this offering to fund, in part, the Acquisition, including the payment of related fees and
expenses, and to repay certain JLT indebtedness, as well as for general corporate purposes.

S-9
Table of Contents
DESCRIPTION OF NOTES
The Notes will be senior debt issued under an indenture dated as of July 15, 2011 between Marsh & McLennan Companies, Inc. and The Bank of
New York Mellon, as trustee (the "Trustee"), as previously supplemented and as to be further supplemented by an eleventh supplemental indenture to be
dated as of January 15, 2019 (collectively, the "indenture").
General Terms of Notes
Interest and principal will be payable in U.S. dollars. The Notes will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. There will be no sinking fund payments for the Notes.
The security registrar, transfer agent and calculation agent for the Notes will be The Bank of New York Mellon until such time as a successor
security registrar, transfer agent or calculation agent is appointed.
Initially, the 2020 Notes will be limited to $700,000,000 aggregate principal amount, the 2024 Notes will be limited to $1,000,000,000 aggregate
principal amount, the 2029 Notes will be limited to $1,250,000,000 aggregate principal amount, the 2039 Notes will be limited to $500,000,000 aggregate
principal amount and the 2049 Notes will be limited to $1,250,000,000 aggregate principal amount. The Floating Rate Notes will initially be limited to
$300,000,000 aggregate principal amount.
We may, without the consent of the noteholders, issue additional notes having the same ranking and the same interest rate, maturity and other terms as
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
the Notes offered by this prospectus supplement (except for the issue date, the public offering price, the payment of interest accruing prior to the issue date
of such additional notes and the first payment of interest following such issue date). Any such additional notes will be a part of the series having the same
terms as the Notes, provided that, if any additional notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes
previously issued, such additional notes shall trade under a separate CUSIP number.
Interest and Maturity Dates
Fixed Rate Notes
The 2020 Notes will bear interest at 3.500% per year. The 2024 Notes will bear interest at 3.875% per year. The 2029 Notes will bear interest
at 4.375% per year. The 2039 Notes will bear interest at 4.750% per year. The 2049 Notes will bear interest at 4.900% per year. Interest on the 2020 Notes
will be payable semi-annually in arrears on June 29 and December 29 of each year, beginning June 29, 2019. Interest on the 2024 Notes, 2029 Notes, 2039
Notes and 2049 Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2019. Interest on the
Fixed Rate Notes will accrue from January 15, 2019, or from the most recent date to which interest has been paid or provided for. Interest on the Fixed
Rate Notes will be paid to holders of record on the record date immediately preceding the interest payment date.
Interest on the Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an interest payment date for the Fixed
Rate Notes falls on a day that is not a business day, the interest payment shall be postponed to the next succeeding business day, and no interest on such
payment shall accrue for the period from and after such interest payment date. It will be an event of default under the indenture if we fail to pay interest
when due and such failure continues for 30 days.
The 2020 Notes will mature on December 29, 2020. The 2024 Notes will mature on March 15, 2024. The 2029 Notes will mature on March 15,
2029. The 2039 Notes will mature on March 15, 2039. The 2049 Notes will mature on March 15, 2049. If the maturity date for the Fixed Rate Notes falls
on a day that is not a business day, the principal of and interest on the Fixed Rate Notes shall be due on the next succeeding business day, and no interest on
such payment shall accrue for the period from and after the maturity date.
Floating Rate Notes
The Floating Rate Notes will bear interest at LIBOR (as defined below) plus 1.200%. Interest on the Floating Rate Notes will accrue from January
15, 2019 and is payable quarterly in arrears on March 29, June 29,

S-10
Table of Contents
September 29 and December 29 of each year, beginning on March 29, 2019; provided that if any such date is not a business day, payment of interest
accrued through the applicable interest payment date will be made on the following business day unless that business day is in the following calendar
month, in which case the interest payment date will be the immediately preceding business day. The interest rate in effect for each day of the initial interest
rate period will be based on an interpolated rate between three-month LIBOR and two-month LIBOR as of two London banking days prior to the
settlement date, plus 1.200% per annum.
The interest rate for the Floating Rate Notes will be reset quarterly on March 29, June 29, September 29 and December 29 (each of these dates is
called an "Interest Reset Date"). Interest on the Floating Rate Notes for each quarterly interest period will be determined two London banking days prior to
the applicable Interest Reset Date for such interest period, provided that the interest for the initial interest period will be determined on January 11, 2019.
Interest is payable from the date of issue of the Floating Rate Notes or from the most recent date to which interest on such Floating Rate Note has been paid
or duly provided for, until the principal amount of the Floating Rate Note is paid or duly made available for payment. Interest on the Floating Rate Notes
will be paid to holders of record at the close of business 15 calendar days before the interest payment date. The Floating Rate Notes will mature on
December 29, 2021. If the maturity date for the Floating Rate Notes falls on a day that is not a business day, the principal of and interest on the Floating
Rate Notes shall be due on the next succeeding business day, and no interest on such payment shall accrue for the period from and after the maturity date.
"LIBOR" for each Interest Reset Date, other than for the initial interest rate, will be determined by the calculation agent as follows:

(i)
LIBOR will be the offered rate for deposits in U.S. dollars for the three month period which appears on "Reuters Screen LIBOR01 Page" at

approximately 11:00 a.m., London time, two "London banking days" prior to the applicable Interest Reset Date.

(ii)
If this rate does not appear on the Reuters Screen LIBOR01 Page, the calculation agent will determine the rate on the basis of the rates at which
deposits in U.S. dollars are offered by four major banks in the London interbank market selected by us at approximately 11:00 a.m., London
time, two London banking days prior to the applicable Interest Reset Date to prime banks in the London interbank market for a period of three
months commencing on that Interest Reset Date and in principal amount equal to an amount not less than $1,000,000 that is representative for
a single transaction in such market at such time. In such case, the calculation agent will request the principal London office of each of the
aforesaid major banks to provide a quotation of such rate. If at least two such quotations are provided, LIBOR for that Interest Reset Date will

be the average of the quotations. If fewer than two quotations are provided as requested, LIBOR for that Interest Reset Date will be the average
of the rates quoted by three major banks in New York, New York selected by us at approximately 11:00 a.m., New York time, two London
banking days prior to the applicable Interest Reset Date for loans in U.S. dollars to leading banks for a period of three months commencing on
that Interest Reset Date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Final Prospectus Supplement
such market at such time; provided that if fewer than three quotations are provided as requested, for the period until the next Interest Reset
Date, LIBOR will be the same as the rate determined on the immediately preceding Interest Reset Date.

(iii)
Notwithstanding clause (ii) above, if we determine that LIBOR has been permanently discontinued, the calculation agent will use, as directed
by us, as a substitute for LIBOR (the "Alternative Rate") and for each future interest determination date, the alternative reference rate selected

by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is
consistent with accepted market practice. As part of such substitution, the calculation agent will, as directed by us, make such adjustments
("Adjustments") to the Alternative Rate or the spread thereon, as well as the business day convention, interest determination dates and related

S-11
Table of Contents
provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for debt
obligations such as the Floating Rate Notes; provided, however, that if we determine that there is no alternative reference rate selected by the
central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent

with accepted market practice regarding a substitute for LIBOR, we will appoint in our sole discretion an independent financial advisor (the
"IFA") to determine the Alternative Rate and make any Adjustments thereon, and whose determinations will be binding on us, the trustee and
the holders of the Floating Rate Notes. If, however, we determine that LIBOR has been discontinued, but for any reason an Alternative Rate
has not been determined, LIBOR will be equal to the rate of LIBOR for the current interest period.
A "London banking day" is any day in which dealings in U.S. dollar deposits are transacted in the London interbank market. "Reuters Screen
LIBOR01 Page" means the display page currently so designated on the Reuters Monitor Money Rates for the purpose of displaying London interbank
offered rates of major banks (or any successor page).
The calculation agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect. The calculation agent is
The Bank of New York until such time as we appoint a successor calculation agent. All calculations made by the calculation agent in the absence of willful
misconduct, bad faith or manifest error shall be conclusive for all purposes and binding on us and the holders of the Floating Rate Notes. We may appoint a
successor calculation agent at any time at our discretion and without notice.
All percentages resulting from any calculation of the interest rate with respect to the Floating Rate Notes will be rounded, if necessary, to the nearest
one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) would be rounded to 9.87654% (or .0987654)), and all dollar amounts in or resulting
from any such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).
Interest on the Floating Rate Notes will be computed and paid on the basis of a 360-day year and the actual number of days in each interest payment
period. The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
Ranking
The Notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding. As of September 30, 2018, we had approximately $5.7 billion of outstanding senior unsecured indebtedness,
not including the debt of our subsidiaries. As of September 30, 2018, debt of our subsidiaries, to which the Notes will be structurally subordinated, was
approximately $361 million.
Special Mandatory Redemption
If (i) the Acquisition is not consummated on or prior to December 31, 2019, (ii) the Cooperation Agreement is terminated or (iii) the Company
notifies the Trustee that it will not pursue the consummation of the Acquisition, each referred to as a "Special Mandatory Redemption Event," we will be
obligated to redeem all of the 2020 Notes, the 2024 Notes, the 2029 Notes, the 2039 Notes and the Floating Rate Notes, referred to as the "Special
Mandatory Redemption Notes," on the Special Mandatory Redemption Date (as defined below) at a redemption price, referred to as the "Special
Mandatory Redemption Price," equal to 101% of the aggregate principal amount of the applicable Special Mandatory Redemption Notes, plus accrued and
unpaid interest to, but not including, the Special Mandatory Redemption Date.

S-12
Table of Contents
Upon the occurrence of a Special Mandatory Redemption Event, we will promptly (and in any event not more than five (5) business days following
such Special Mandatory Redemption Event) deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which such Special
Mandatory Redemption Notes will be redeemed (the "Special Mandatory Redemption Date," which date shall be no later than the third (3rd) Business Day
https://www.sec.gov/Archives/edgar/data/62709/000119312519006082/d680032d424b2.htm[1/10/2019 4:23:53 PM]

Document Outline

#1">
- #1">