Obligation MarshMcLennan 4.375% ( US571748BG65 ) en USD

MarshMcLennan

100 % ▲

Etas-Unis

US571748BG65 ( en USD )

4.375% par an ( paiement semestriel )

15/03/2029

Prospectus brochure de l'obligation Marsh & McLennan US571748BG65 en USD 4.375%, échéance 15/03/2029

2 000 USD

1 250 000 000 USD

571748BG6

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

15/03/2026 ( Dans 114 jours )

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 US571748BG65, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2029

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BG65, 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 US571748BG65, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d724652d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-226427
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
4.375% Senior Notes due 2029

$250,000,000

$30,300.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
March 20, 2019
(To Prospectus Dated July 30, 2018)

Marsh & McLennan Companies, Inc.
$250,000,000 4.375% Senior Notes due 2029
The 4.375% Senior Notes due 2029 offered hereby (the "Notes") constitute a further issuance of the 4.375% Senior Notes due 2029, of which $1,250,000,000
aggregate principal amount was issued on January 15, 2019 (the "Existing Notes"). The Notes offered hereby will form a single series with, and have the same terms
as, the Existing Notes (other than the initial offering price and the issue date). Upon settlement, the Notes offered hereby will have the same CUSIP number and will
trade interchangeably with the Existing Notes. Immediately after giving effect to the issuance of the Notes offered hereby, we will have $1,500,000,000 aggregate
principal amount of 4.375% Senior Notes due 2029 outstanding.
We will pay interest on the Notes on March 15 and September 15 of each year, beginning on September 15, 2019. The Notes will mature on March 15, 2029.
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 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 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 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 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 Annual Report on Form 10-K for the year ended December 31, 2018, which is
incorporated by reference into this prospectus supplement and the accompanying prospectus.

Public Offering
Underwriting
Proceeds to Company

Price(1)

Discount

(before expenses)

Per Note

104.286%

0.650%

103.636%
Total

$ 260,715,000
$ 1,625,000
$
259,090,000

(1) Plus accrued interest from and including January 15, 2019 to, but excluding, the settlement date, totaling approximately $2,187,500 (assuming the settlement date
is March 27, 2019). Such accrued interest must be paid by the purchasers of the Notes offered hereby.
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Final Prospectus Supplement
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 March 27, 2019.
Joint Book-Running Managers

Goldman Sachs & Co. LLC

BofA Merrill Lynch

Citigroup

Deutsche Bank Securities
HSBC
MUFG Wells Fargo Securities
Co-Managers

ANZ Securities

Barclays

BNP PARIBAS

Drexel Hamilton

J.P. Morgan

MMC Securities LLC
PNC Capital
RBC Capital
The Williams Capital Group,
Scotiabank
TD Securities
US Bancorp
Markets LLC

Markets

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-8
Description of Notes
S-9
Material U.S. Federal Income Tax Consequences
S-16
Underwriting (Conflicts of Interest)
S-20
Legal Matters
S-26
Experts
S-26
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.
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information or to make any representations
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Final Prospectus Supplement
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 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.

S-i
Table of Contents
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, 2018

February 21, 2019
Current Reports on Form 8-K
January 11, January 15,
January 18, 2019 and

March 15, 2019
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 advice and services and Oliver Wyman Group, the management, economic and brand consultancy. With over
65,000 colleagues worldwide and annual revenue of $15 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
"Cooperation Agreement"). Headquartered in London, United Kingdom, JLT is a provider of insurance, reinsurance and employee benefits related
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Final Prospectus Supplement
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 $5.7 billion based on an exchange rate of U.S. $1.33:£1.00 as of March 15,
2019, as published by the Board of Governors of the Federal Reserve System (the "Rate")). 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, in part, the Acquisition, on January 15, 2019, the Company issued an aggregate principal amount of $5 billion of senior notes. In
addition, on March 14, 2019, the Company announced the pricing of 550 million aggregate principal amount of its 1.349% Senior Notes due 2026
and 550 million aggregate principal amount of its 1.979% Senior Notes due 2030 (collectively, the "Euro Notes"). The Euro Notes offering is
expected to close, subject to customary closing conditions, on March 21, 2019. This offering is not contingent upon the closing of the Euro Notes
offering, and the Euro Notes offering is not contingent upon the closing of this offering.

S-1
Table of Contents
The Company also previously entered into a bridge loan agreement on September 18, 2018 (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. As of March 15, 2019, the Bridge Loan Agreement provides for commitments in the aggregate principal amount of £1.4 billion (or
approximately $1.9 billion based on the Rate). Affiliates of certain of the other underwriters in this offering are lenders under the Bridge Loan
Agreement. There are currently no borrowings outstanding under the Bridge Loan Agreement.

S-2
Table of Contents
The Offering

Issuer
Marsh & McLennan Companies, Inc.

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

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

Interest
The Notes will bear interest at 4.375% per year.

Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15

of each year, beginning September 15, 2019.

The interest payment to be made on September 15, 2019 will include pre-issuance accrued

interest from January 15, 2019 to the issue date.

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Final Prospectus Supplement
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 December 31, 2018, we had approximately $5.5 billion of outstanding senior
unsecured indebtedness, not including the debt of our subsidiaries. As of December 31, 2018,
debt of our subsidiaries, to which the Notes will be structurally subordinated, was
approximately $358 million. In addition, on January 15, 2019, we incurred an additional

$5 billion of senior unsecured indebtedness upon the completion of our senior notes offering.
On March 21, 2019, we expect to close the Euro Notes offering, pursuant to which we expect
to incur an additional 1.1 billion aggregate principal amount of senior unsecured
indebtedness.

Optional Redemption
We may, at our option, redeem the 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
Notes then outstanding at a redemption price equal to 101% of the principal amount of the
Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory
Redemption Date. See "Description of the Notes--Special Mandatory Redemption."

S-3
Table of Contents
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.

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.

Sinking Fund
None.

Use of Proceeds
We will receive net proceeds from this offering of approximately $259,090,000 after
deducting the underwriting discounts and commissions but before offering expenses and
excluding pre-issuance accrued interest. 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.
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Final Prospectus Supplement

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 Annual Report on Form 10-K
for the year ended December 31, 2018, which is 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 and Brazilian competition authorities;

· 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, anticorruption laws and trade sanctions regimes;

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

impact and uncertainty around Brexit or the inability to collect our receivables;

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

streams;

· our ability to manage risks associated with our investment management and related services business, including potential conflicts of interest

between investment consulting and fiduciary management 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 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
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Final Prospectus Supplement
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
Annual Report on Form 10-K, which is 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 Annual Report on Form 10-K for the
year ended December 31, 2018, which is 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 Notes
In the event of a special mandatory redemption, holders of the Notes may not obtain their expected return on the Notes.
If we redeem the Notes pursuant to the special mandatory redemption provisions, you may not obtain your expected return on the 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 Notes, the trading prices of the 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 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.

S-7
Table of Contents
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $259,090,000 after deducting underwriting discounts and commissions but before
offering expenses and excluding pre-issuance accrued interest. 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-8
Table of Contents
DESCRIPTION OF NOTES
We recently issued $1.25 billion aggregate principal amount of 4.375% Senior Notes due 2029 (the "Existing Notes") 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 supplemented by an
eleventh supplemental indenture dated as of January 15, 2019 (collectively, the "indenture"). In this offering, we will issue an additional $250 million in
aggregate principal of our 4.375% Senior Notes due 2029 (the "Notes"). The Notes will constitute additional notes (as defined below) issued under the
indenture.
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The Existing Notes and the Notes will be treated as a single class for all purposes under the indenture, including with respect to notices, consents,
waivers, amendments, redemptions and any other action permitted under the indenture, and the Notes will have identical terms with the Existing Notes,
other than their issue date and respective public offering prices. The Notes will have the same CUSIP and ISIN numbers as, and will vote together and be
fungible with, the Existing Notes immediately upon issuance.
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 and transfer agent for the Notes will be The Bank of New York Mellon until such time as a successor security registrar or
transfer agent is appointed.
After giving effect to this offering, there will be $1.5 billion aggregate principal amount of 4.375% Senior Notes due 2029 outstanding.
We may, without the consent of the noteholders, issue additional notes ("additional notes") having the same ranking and the same interest rate,
maturity and other terms as 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
The Notes will bear interest at 4.375% per year. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of
each year, beginning September 15, 2019. Interest on the Notes will accrue from January 15, 2019, the issuance date of the Existing Notes, or from the
most recent date to which interest has been paid or provided for. Interest on the Notes will be paid to holders of record on the record date immediately
preceding the interest payment date.
Pre-issuance accrued interest on the Notes offered hereby from January 15, 2019 to the issue date must be paid by the purchasers of the Notes
offered hereby. On September 15, 2019, we will pay this pre-issuance accrued interest to the holders of record on the record date immediately preceding
such interest payment date, together with interest accrued on the Notes offered hereby from the issue date to such interest payment date.
Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an interest payment date for the 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.

S-9
Table of Contents
The Notes will mature on March 15, 2029. If the maturity date for the Notes falls on a day that is not a business day, the principal of and interest on
the 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.
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 December 31, 2018, we had approximately $5.5 billion of outstanding senior unsecured indebtedness,
not including the debt of our subsidiaries. As of December 31, 2018, debt of our subsidiaries, to which the Notes will be structurally subordinated, was
approximately $358 million. In addition, on January 15, 2019, we incurred an additional $5.0 billion of senior unsecured indebtedness upon the completion
of our senior notes offering, and on March 14, 2019, we entered into an underwriting agreement with the underwriters party thereto in connection with our
1.1 billion offering of the Euro Notes. The consummation of our 1.1 billion offering of the Euro Notes, which is expected to occur on March 21, 2019
subject to customary closing conditions, will result in a corresponding increase to our outstanding senior unsecured indebtedness.
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 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 Notes, plus accrued and unpaid interest to, but not including, the
Special Mandatory Redemption Date.
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Final Prospectus Supplement
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 the Notes will be
redeemed (the "Special Mandatory Redemption Date," which date shall be no later than the third (3rd) Business Day following the date of such notice)
together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of the Notes. The Trustee will then promptly
mail, or electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered holder of the Notes.
Unless we default in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to
accrue on the Notes.
Upon the occurrence of the consummation of the Acquisition, the foregoing provisions regarding the special mandatory redemption will cease to
apply. There is no escrow account for, or security interest in, the proceeds of the offering for the benefit of the holders of the Notes.
Optional Redemption
Prior to December 15, 2028 (three months prior to the maturity date of the Notes), the Notes will be redeemable in whole or in part, at our option at
any time and from time to time, at a redemption price equal to the greater of:

(i)
100% of the principal amount of the Notes to be redeemed and

(ii)
the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed that would be due if such Notes matured on December 15, 2028 (exclusive of interest accrued to the date

of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis points for such Notes,

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in each case plus accrued interest on the Notes to be redeemed to, but not including, the date of redemption. Calculation of the redemption price will be
made by us or on our behalf by such person as we shall designate.
On or after December 15, 2028, the Notes will be redeemable in whole or in part, at our option at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to, but not including, the date
of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming for this purpose, that the Notes matured on December 15,
2028) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is provided
with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means (i) Goldman Sachs & Co. LLC and its successors, (ii) Citigroup Global Markets Inc. and its successors,
(iii) Deutsche Bank Securities Inc. and its successors and (iv) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors, who are primary U.S.
Government securities dealers for the City of New York (each a "Primary Treasury Dealer"), and any other Primary Treasury Dealer as we may specify
from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.
The Treasury Rate shall be calculated on the third business day preceding the redemption date. As used in the immediately preceding sentence and in
the definition of "Reference Treasury Dealer Quotations" above, the term "business day" means any day that is not a Saturday, Sunday or other day on
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Final Prospectus Supplement
which commercial banks in New York City are authorized or required by law to remain closed.
Notice of any redemption will be transmitted at least 30 but not more than 60 days before the redemption date to each holder of record of the Notes
to be redeemed. The notice of redemption for such Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the
manner in which the redemption price will be calculated and the place or places where payment will be made upon presentation and surrender of Notes to
be redeemed. If less than all of the Notes are to be redeemed at our option, the Notes, or portions of the Notes, to be redeemed will be selected in
accordance with the procedures of DTC. Unless we default in the payment of the redemption price, interest will cease to accrue on any such Notes that
have been called for redemption at the redemption date.

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The Company shall not be required (i) to issue, register the transfer of or exchange any Notes during the period beginning at the opening of business
15 days before the day of the delivery of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such
delivery, or (ii) to register the transfer or exchange of any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such
Notes being redeemed in part.
Global Clearance and Settlement Procedures
Investors in the global securities representing the Notes (the "Global Notes") may hold a beneficial interest in such Global Notes through The
Depository Trust Company ("DTC"), Clearstream Banking, société anonyme ("Clearstream") or the Euroclear System ("Euroclear") or through
participants. The Notes may be traded as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary
trades will settle as set forth below.
Clearstream has advised that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depositary. Clearstream holds
securities for its participating organizations ("Clearstream Participants"). Clearstream facilitates the clearance and settlement of securities transactions
between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, eliminating the need for physical
movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (CSSF).
Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.
Distributions, to the extent received by the U.S. Depositary (as defined below) for Clearstream, with respect to the Notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures.
Euroclear has advised that it was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of
certificates and eliminating any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./ N.V. (the
"Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear
is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking and Finance Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and

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applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear,
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Document Outline

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