10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________ 

FORM 10-Q

_____________________________________________ 

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2018

_____________________________________________ 

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York 10036

(212) 345-5000

_____________________________________________ 

Commission file number 1-5998

State of Incorporation: Delaware

I.R.S. Employer Identification No. 36-2668272

_____________________________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x	Accelerated Filer  ¨
Non-Accelerated Filer  ¨(Do not check if a smaller reporting company)	Smaller Reporting Company  ¨
	Emerging Growth Company ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  ý

As of April 25, 2018, there were outstanding 507,383,481 shares of common stock, par value $1.00 per share, of the registrant.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would."

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

• the impact of any investigations, reviews, market studies or other activity by regulatory or law enforcement authorities, including the U.K. CMA investment consultants market investigation, the U.K. FCA wholesale insurance broker market study and the ongoing investigations by the European Commission;

• 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;

• 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;

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

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

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		4
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	4
	CONSOLIDATED STATEMENTS OF INCOME	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
	CONSOLIDATED BALANCE SHEETS	6
	CONSOLIDATED BALANCE SHEETS (Continued)	7
	CONSOLIDATED STATEMENTS OF CASH FLOWS	8
	CONSOLIDATED STATEMENTS OF EQUITY	9
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS	37
	OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	47
ITEM 4.	CONTROLS & PROCEDURES	49
PART II. OTHER INFORMATION		50
ITEM 1.	LEGAL PROCEEDINGS	50
ITEM 1A.	RISK FACTORS	50
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	50
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	51
ITEM 4.	MINE SAFETY DISCLOSURE	51
ITEM 5.	OTHER INFORMATION	51
ITEM 6.	EXHIBITS	51

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PART I.    FINANCIAL INFORMATION

Item 1. Financial Statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended March 31,
(In millions, except per share amounts)	2018			2017
Revenue	$	4,000		$	3,503
Expense:
Compensation and benefits	2,224			2,005
Other operating expenses	868			749
Operating expenses	3,092			2,754
Operating income	908			749
Other net benefit credits	66			60
Interest income	3			2
Interest expense	(61		)	(58		)
Investment income	—			—
Income before income taxes	916			753
Income tax expense	220			175
Net income before non-controlling interests	696			578
Less: Net income attributable to non-controlling interests	6			9
Net income attributable to the Company	$	690		$	569
Net income Per Share Attributable to the Company:
Basic	$	1.36		$	1.10
Diluted	$	1.34		$	1.09
Average number of shares outstanding:
Basic	508			515
Diluted	514			522
Shares outstanding at March 31,	508			515

The accompanying notes are an integral part of these unaudited consolidated statements.

4

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
(In millions)	2018			2017
Net income before non-controlling interests	$	696		$	578
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	228			235
Unrealized investment gains (losses)	—			(5		)
(Loss) gain related to pension/post-retirement plans	(84		)	33
Other comprehensive income, before tax	144			263
Income tax (credit) expense on other comprehensive income	(8		)	7
Other comprehensive income, net of tax	152			256
Comprehensive income	848			834
Less: comprehensive income attributable to non-controlling interest	6			9
Comprehensive income attributable to the Company	$	842		$	825

The accompanying notes are an integral part of these unaudited consolidated statements.

5

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)	(Unaudited) March 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	1,168		$	1,205
Receivables
Commissions and fees	4,217			3,777
Advanced premiums and claims	70			65
Other	389			401
	4,676			4,243
Less-allowance for doubtful accounts and cancellations	(114		)	(110		)
Net receivables	4,562			4,133
Other current assets	540			224
Total current assets	6,270			5,562
Goodwill	9,194			9,089
Other intangible assets	1,256			1,274
Fixed assets (net of accumulated depreciation and amortization of $1,889 at March 31, 2018 and $1,826 at December 31, 2017)	713			712
Pension related assets	1,857			1,693
Deferred tax assets	554			669
Other assets	1,535			1,430
	$	21,379		$	20,429

The accompanying notes are an integral part of these unaudited consolidated statements.

6

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(In millions, except share amounts)	(Unaudited) March 31, 2018			December 31, 2017
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	512		$	262
Accounts payable and accrued liabilities	2,343			2,083
Accrued compensation and employee benefits	813			1,718
Accrued income taxes	261			199
Dividends payable	193			—
Total current liabilities	4,122			4,262
Fiduciary liabilities	5,140			4,847
Less – cash and investments held in a fiduciary capacity	(5,140		)	(4,847		)
	—			—
Long-term debt	5,815			5,225
Pension, post-retirement and post-employment benefits	1,842			1,888
Liabilities for errors and omissions	312			301
Other liabilities	1,267			1,311
Commitments and contingencies	—			—
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued	—			—
Common stock, $1 par value, authorized
1,600,000,000 shares, issued 560,641,640 shares at March 31, 2018
and December 31, 2017	561			561
Additional paid-in capital	682			784
Retained earnings	13,812			13,140
Accumulated other comprehensive loss	(3,905		)	(4,043		)
Non-controlling interests	81			83
	11,231			10,525
Less – treasury shares, at cost, 52,710,521 shares at March 31, 2018
and 51,930,135 shares at December 31, 2017	(3,210		)	(3,083		)
Total equity	8,021			7,442
	$	21,379		$	20,429

The accompanying notes are an integral part of these unaudited consolidated statements.

7

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended March 31,
(In millions)	2018			2017
Operating cash flows:
Net income before non-controlling interests	$	696		$	578
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	80			80
Amortization of intangible assets	45			40
Adjustments and payments related to contingent consideration liability	(5		)	(20		)
Provision for deferred income taxes	11			25
(Gain) loss on disposition of assets	(1		)	6
Share-based compensation expense	50			42
Changes in assets and liabilities:
Net receivables	(357		)	(146		)
Other current assets	2			(43		)
Other assets	(32		)	(25		)
Accounts payable and accrued liabilities	135			60
Accrued compensation and employee benefits	(905		)	(888		)
Accrued income taxes	61			56
Contributions to pension and other benefit plans in excess of current year expense/credit	(96		)	(106		)
Other liabilities	17			(46		)
Effect of exchange rate changes	(65		)	(12		)
Net cash used for operations	(364		)	(399		)
Financing cash flows:
Purchase of treasury shares	(250		)	(200		)
Net increase in commercial paper	249			100
Proceeds from issuance of debt	592			987
Repayments of debt	(3		)	(5		)
Shares withheld for taxes on vested units – treasury shares	(61		)	(48		)
Issuance of common stock from treasury shares	32			73
Payments of deferred and contingent consideration for acquisitions	(70		)	(34		)
Distributions of non-controlling interests	(6		)	(1		)
Dividends paid	(189		)	(175		)
Net cash provided by financing activities	294			697
Investing cash flows:
Capital expenditures	(58		)	(62		)
Net sales of long-term investments	9			11
Proceeds from sales of fixed assets	1			1
Dispositions	3			—
Acquisitions	(24		)	(411		)
Other, net	(1		)	—
Net cash used for investing activities	(70		)	(461		)
Effect of exchange rate changes on cash and cash equivalents	103			67
Decrease in cash and cash equivalents	(37		)	(96		)
Cash and cash equivalents at beginning of period	1,205			1,026
Cash and cash equivalents at end of period	$	1,168		$	930

The accompanying notes are an integral part of these unaudited consolidated statements.

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the Three Months Ended March 31,
(In millions, except per share amounts)	2018			2017
COMMON STOCK
Balance, beginning and end of period	$	561		$	561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year	$	784		$	842
Change in accrued stock compensation costs	(75		)	(43		)
Issuance of shares under stock compensation plans and employee stock purchase plans	(27		)	(66		)
Balance, end of period	$	682		$	733
RETAINED EARNINGS
Balance, beginning of year	$	13,140		$	12,388
Cumulative effect of adoption of the revenue recognition standard (See Note 17)	364			—
Cumulative effect of adoption of other accounting standards (See Note 17)	—			—
Net income attributable to the Company	690			569
Dividend equivalents declared – (per share amounts: $0.75 in 2018 and $0.68 in 2017)	(1		)	(1		)
Dividends declared – (per share amounts: $0.75 in 2018 and $0.68 in 2017)	(381		)	(350		)
Balance, end of period	$	13,812		$	12,606
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year	$	(4,043	)	$	(5,093	)
Cumulative effect of adoption of the financial instruments standard (See Note 17)	(14		)	—
Other comprehensive income, net of tax	152			256
Balance, end of period	$	(3,905	)	$	(4,837	)
TREASURY SHARES
Balance, beginning of year	$	(3,083	)	$	(2,506	)
Issuance of shares under stock compensation plans and employee stock purchase plans	123			175
Purchase of treasury shares	(250		)	(200		)
Balance, end of period	$	(3,210	)	$	(2,531	)
NON-CONTROLLING INTERESTS
Balance, beginning of year	$	83		$	80
Net income attributable to non-controlling interests	6			9
Deconsolidation of subsidiary	—			(2		)
Distributions and other changes	(8		)	—
Balance, end of period	$	81		$	87
TOTAL EQUITY	$	8,021		$	6,619

The accompanying notes are an integral part of these unaudited consolidated statements.

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MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.     Nature of Operations

Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company"), a global professional services firm, is organized based on the different services that it offers. Under this structure, the Company’s two segments are Risk and Insurance Services and Consulting.

The Risk and Insurance Services segment provides risk management solutions, services, advice and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter.

The Company conducts business in its Consulting segment through Mercer and Oliver Wyman Group. Mercer provides consulting expertise, advice, services and solutions in the areas of health, wealth and career. As of March 31, 2018, Mercer had assets under delegated management of approximately $240 billion worldwide. Oliver Wyman Group provides specialized management and economic and brand consulting services.

Acquisitions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8 to the consolidated financial statements.

2.     Principles of Consolidation and Other Matters

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K").

The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three month periods ended March 31, 2018 and 2017.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. The Company is required to maintain operating funds of approximately $199 million, primarily related to regulatory requirements outside the United States or as collateral under captive insurance arrangements.

Investments

The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of debt securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on the Company's investments in private equity funds.

As discussed in Note 17, effective January 1, 2018, the Company adopted new accounting guidance that requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The Company holds certain equity investments, that under legacy Generally Accepted Accounting Principles, were previously accounted as available for sale securities, whereby the mark-to-market change was recorded to other comprehensive income in its consolidated balance sheet. As required, the Company adopted the new accounting, effective January 1, 2018. The Company recorded a cumulative-effect adjustment increase to retained earnings as of the beginning of the period of adoption of $14 million, reflecting the reclassification of cumulative unrealized gains, net of tax as of December 31, 2017 from accumulated other comprehensive income to retained earnings. Prior periods have not been restated.

The Company holds investments in certain private equity funds that are accounted for under the equity method of accounting using a consistently applied three-month lag period adjusted for any known significant changes from the

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lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments accounted for using the equity method of accounting are included in "other assets" in the consolidated balance sheets.

The Company recorded a net investment loss of less than $1 million for the three months ended March 31, 2018 compared to net investment income of less than $1 million for the same period in 2017. During the first quarter of 2018, equity method gains of $7 million related to the Company's investments in private equity funds were offset by mark-to-market losses on certain equity investments with readily determinable market values.

Income Taxes

The Company's effective tax rate in the first quarter of 2018 was 23.9% compared with 23.3% in the first quarter of 2017. The rate in the first quarter of 2018 reflects ongoing impacts of the Tax Cuts and Jobs Act (the "TCJA"), primarily the reduced 21% U.S. statutory rate largely offset by higher estimated costs from the new territorial system and greater disallowance of compensation and entertainment deductions. The rate in the first quarter of 2017 reflects foreign operations taxed at rates below the 35% U.S. statutory tax rate, including the effect of repatriation from current earnings. The tax rates in both periods reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, tax legislation and nontaxable adjustments to contingent acquisition consideration. The excess tax benefit related to share based payments is the most significant discrete item, reducing the effective tax rate by 2.4% and 5.8% in the first quarters of 2018 and 2017, respectively.

As a result of TCJA, two discrete provisional charges were recorded in the fourth quarter of 2017. The transition to the new territorial tax system resulted in a transition tax payable over eight years on undistributed earnings of non-U.S. subsidiaries. This mandatory taxation of accumulated foreign earnings substantially changed the economic considerations of continued permanent investment of those accumulated earnings, a key component of the Company's global capital strategy. As a result of the transition tax, the Company anticipates repatriating the majority of the accumulated earnings that it previously intended to permanently invest. A charge of $240 million was recorded in the fourth quarter of 2017 as a provisional estimate of the transition tax and ancillary effects.

The provisional estimate of transition tax includes state taxes and foreign withholding taxes related to the change in the Company's indefinite reinvestment assertion with respect to its pre-2018 foreign earnings. The Company previously considered most unremitted earnings of its non-U.S. subsidiaries, except amounts repatriated in the year earned, to be permanently reinvested and, accordingly, recorded no deferred U.S. income taxes on such earnings. The Company has initially analyzed our global capital requirements and potential tax liabilities attributable to repatriation. The Company estimates that it will repatriate $3.4 billion that was previously considered indefinitely invested. Included in the $240 million charge in 2017 is a $53 million provisional estimate for withholding and state income taxes.

In addition, reducing the U.S. corporate tax rate from 35% to 21% and the change in deductibility of certain compensation awards to executive officers of the Company effective on January 1, 2018, resulted in a net charge of $220 million in the fourth quarter of 2017 to reduce the value of our U.S. deferred tax assets and liabilities. Adjustments during the first quarter of 2018 to provisional estimates of transition taxes and U.S. deferred tax assets and liabilities increased income tax expense by $3 million. These estimates may be further adjusted during 2018 when the Company has finalized its analysis of all the relevant information.

In December of 2017, the SEC issued Staff Accounting Bulletin 118 ("SAB 118"), establishing a one-year measurement period to complete the accounting for the income tax effects of the TCJA. SAB 118 anticipates three alternative states of completion at the end of the reporting period of accounting for these effects: (1) the tax accounting work has been completed with respect to an item; (2) a provisional amount has been recognized because a reasonable estimate was possible, or (3) a reasonable estimate cannot be provided. The Company believes its analysis of the TCJA to date provides an appropriate basis to record a provisional estimate. Our provisional estimates include the effects of the deemed repatriation tax and the Company's position with respect to permanently reinvested earnings, the impact of the Global Intangible Low Taxed Income ("GILTI") provision, and the remeasurement of U.S. deferred tax based on estimated enactment-date deferred tax balances, which may be adjusted in 2018 when the 2017 tax return is filed. However, given the significant complexity of the TCJA, anticipated guidance from the U.S. Treasury about its implementation, the potential for additional guidance from the SEC or FASB, and the global complexity of the Company, these estimates may be adjusted during 2018.

The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant

11

factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position and reliance on the opinion of professional tax advisors.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits decreased from $71 million at December 31, 2017 to $70 million at March 31, 2018 due to settlements of audits and expirations of statutes of limitation, partially offset by current accruals. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $4 million within the next twelve months due to settlements of audits and expirations of statutes of limitation.

3.     Revenue

2018 - Under the New Revenue Recognition Standard

In May 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance related to revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the entity applies the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation.

The Company adopted the new guidance effective January 1, 2018, using the modified retrospective method, which applies the new guidance beginning in the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2018. The Company elected to apply the modified retrospective method to all contracts. The comparative financial information included herein has not been restated and continues to be reported under the legacy accounting standards that were in effect for those periods.

In the first quarter of 2018, the Company recorded an increase to the opening balance of retained earnings of $364 million to reflect the cumulative effect of adopting this revenue standard. Other revenue included in the consolidated statements of income that is not from contracts with customers is less than one-quarter of one percent of total revenue, and therefore is not presented as a separate line item.

Risk and Insurance Services

Risk and Insurance Services revenue reflects compensation for brokerage and consulting services through commissions and fees. Commission rates and fees vary in amount and can depend upon a number of factors, including the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients. For the majority of the insurance and reinsurance brokerage arrangements, advice and services provided which culminate in the placement of an effective policy are considered a single performance obligation. Arrangements with clients may include the placement of a single policy, multiple policies or a combination of policy placements and other services. Consideration related to such "bundled arrangements" is allocated to the individual performance obligations based on their relative fair value. Revenue for policy placement is generally recognized on the policy effective date, at which point control over the services provided by the Company has transferred to the client and the client has accepted the services. The contractual terms for certain fee based brokerage arrangements meet the criteria for revenue recognition over time. For such arrangements, progress toward completion is estimated using output measures, which correspond to the timing of when revenue is recognized. Fees for non-risk transfer services provided to clients are recognized over time in the period the services are provided, using a proportional performance model, primarily based on input measures. These measures of progress provide a faithful depiction of the progress towards completion of the performance obligation.

Revenue related to reinsurance brokerage for excess of loss ("XOL") treaties is estimated based on contractually specified minimum or deposit premiums, and adjusted as additional evidence of the ultimate amount of brokerage is received. Revenue for quota share treaties is estimated based on indications of estimated premium income provided by the ceding insurer. The estimated brokerage revenue recognized for quota share treaties is constrained to an amount that is probable to not have a significant negative adjustment. The estimated revenue and the constraint are evaluated as additional evidence of the ultimate amount of underlying risks to be covered is received over the 12 to 18 months following the effective date of the placement.

In addition to commissions and fees from its clients, the Company also receives other compensation from insurance companies. This other insurer compensation includes, among other things, payments for consulting and analytics services provided to insurers, fees for administrative and other services provided to or on behalf of insurers (including services relating to the administration and management of quota shares, panels and other facilities in

12

which insurers participate). The Company may also be eligible for certain contingent commissions from insurers based on the attainment of specified metrics (i.e., volume and loss ratio measures) relating to Marsh's placements, particularly in Marsh & McLennan Agency ("MMA") and in parts of Marsh's international operations. Revenue for contingent commissions from insurers is estimated based on historical evidence of the achievement of the respective contingent metrics and recorded as the underlying polices that contribute to the achievement of the metric are placed. Due to the uncertainty of the amount of contingent consideration that will be received, the estimated revenue is constrained to an amount that is probable to not have a significant negative adjustment. Contingent consideration is generally received in the first quarter of the subsequent year.

A significant majority of the Company's Risk and Insurance Services revenue is for performance obligations recognized at a point in time. Marsh and Guy Carpenter also receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others.

Insurance brokerage commissions are generally invoiced on the policy effective date. Fee based arrangements generally include a percentage of the total fee due upon signing the arrangement, with additional fixed installments payable over the remainder of the year. Payment terms range from receipt of invoice up to 30 days of invoice.

Reinsurance brokerage is recognized on the effective date of the treaty. Payment terms depend on the type of reinsurance. For excess of loss treaties, brokerage is typically collected in four installments during an annual treaty period based on a contractually specified minimum or deposit premium. For proportional or quota share treaties, brokerage is billed as underlying insured risks attach to the reinsurance treaty, generally over 12 to 18 months.

Consulting

The major component of revenue in the Consulting business is fees paid by clients for advice and services. Mercer, principally through its health line of business, also receives revenue in the form of commissions received from insurance companies for the placement of group (and occasionally individual) insurance contracts, primarily health, life and accident coverages. Revenue for Mercer’s investment management business and certain of Mercer’s defined benefit administration services consists principally of fees based on assets under delegated management or administration.

Consulting projects in Mercer’s wealth and career businesses, as well as consulting projects in Oliver Wyman typically consist of a single performance obligation, which is recognized over time as control is transferred continuously to customers. Typically, revenue is recognized over time using an input measure of time expended to date relative to total estimated time incurred at project completion. Incurred hours represent services rendered and thereby faithfullydepicts the transfer of control to the customer.

On a limited number of engagements, performance fees may also be earned for achieving certain prescribed performance criteria. Revenue for achievement is estimated and constrained to an amount that is probable to not have a significant negative adjustment.

A significant majority of fee revenues in the Consulting segment is recognized over time.

For consulting projects, Mercer generally invoices monthly in arrears with payment due within 30 days of the invoice date. Fees for delegated management services are either deducted from the net asset value of the fund or invoiced to the client on monthly or quarterly basis in arrears. Oliver Wyman typically bills its clients 30-60 days in arrears with payment due upon receipt of the invoice.

Health brokerage and consulting services are components of both Marsh, which includes MMA, and Mercer, with approximately 70% of such revenues reported in Mercer. Health contracts typically involve a series of distinct services that are treated as a single performance obligation. Revenue for these services is recognized over time based on the amount of remuneration the Company expects to be entitled in exchange for these services. Payments for health brokerage and consulting services are typically paid monthly in arrears from carriers based on insured lives under the contract.

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The following schedule disaggregates various components of the Company's revenue:

	Three Months Ended March 31,
	2018
Marsh:
EMEA	$	643
Asia Pacific	164
Latin America	84
Total International	891
U.S./Canada	803
Total Marsh	1,694
Guy Carpenter	637
Subtotal	2,331
Fiduciary interest income	13
Total Risk and Insurance Services	$	2,344
Mercer:
Defined Benefit Consulting & Administration	$	339
Investment Management & Related Services	226
Total Wealth	565
Health	442
Career	164
Total Mercer	1,171
Oliver Wyman	497
Total Consulting	$	1,668

The following schedule provides contract assets and contract liabilities information from contracts with customers.

(In millions)	January 1, 2018		March 31, 2018
Contract Assets	$	128	$	169
Contract Liabilities	$	583	$	657

The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to quota share reinsurance brokerage and contingent insurer revenue. The Company does not have the right to bill and collect revenue for quota share brokerage until the underlying policies written by the ceding insurer attach to the treaty. Estimated revenue related to achievement of volume or loss ratio metrics cannot be billed or collected until all related policy placements are completed and the contingency is resolved. The change in contract assets from January 1, 2018 to March 31, 2018 is primarily due to $128 million of additions during the period partly offset by $87 million transferred to accounts receivables, as the rights to bill and collect became unconditional. Contract assets are included in other current assets in the Company's consolidated balance sheet. Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in other current liabilities in the Company's consolidated balance sheet. Revenue recognized in the current period that was included in the contract liability balance at the beginning of the period was $181 million. The amount of revenue recognized in the first quarter of 2018 from performance obligations satisfied in previous periods, mainly due to variable consideration from contracts with insurers, quota share and excess of loss business and consulting contracts previously considered constrained was $14 million.

The Company applies the practical expedient and therefore does not disclose the value of unsatisfied performance obligations for (1) contracts with original contract terms of one year or less and (2) contracts where the Company has the right to invoice for services performed. The revenue expected to be recognized in future periods during the non-cancellable term of existing contracts greater than one year that is related to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period is approximately $24 million for Marsh, $575 million for Mercer and $8 million for Oliver Wyman. The Company expects revenue in 2019, 2020, 2021, 2022 and

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2023 and beyond of $284 million, $155 million, $94 million, $47 million and $27 million, respectively, related to these performance obligations.

Costs to Obtain and Fulfill a Contract

Under the new standard, certain costs to obtain or fulfill a contract that were previously expensed as incurred have been capitalized.

The Company capitalized the incremental costs to obtain contracts primarily related to commissions or sales bonus payments. These deferred costs are amortized over the expected life of the underlying customer relationships.

In Risk and Insurance Services, the Company capitalizes certain pre-placement costs that are considered fulfillment costs that meet the following criteria: these costs 1) relate directly to a contract, 2) enhance resources used to satisfy the Company’s performance obligation and 3) are expected to be recovered through revenue generated by the contract. These costs are amortized as of a point in time when the associated revenue is recognized.

In Consulting, the Company incurs implementation costs necessary to facilitate the delivery of the contracted services. These costs are capitalized and amortized over the initial contract term plus expected renewal periods.

At March 31, 2018, the Company’s capitalized assets related to deferred implementation costs, costs to obtain and costs to fulfill were $39 million, $194 million and $171 million, respectively. Costs to obtain and deferred implementation costs are included primarily in other assets and costs to fulfill are primarily included in other current assets in the Company's consolidated balance sheet. For the first quarter of 2018, the Company recorded amortization expense of $296 million related to these capitalized costs.

The Company has elected to use the practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less.

2017 - Revenue Recognized Under Guidance in Effect Prior to 2018

Risk and Insurance Services revenue includes insurance commissions, fees for services rendered and interest income on certain fiduciary funds. Insurance commissions and fees for risk transfer services generally were recorded as of the effective date of the applicable policies or, in certain cases (primarily in the Company's reinsurance broking operations), as of the effective date or billing date, whichever is later. A reserve for policy cancellation was provided based on historic and current data on cancellations. Consideration for fee arrangements covering multiple insurance placements, the provision of risk management and/or other services was allocated to all deliverables on the basis of the relative selling prices. Fees for non-risk transfer services provided to clients are recognized over the period in which the services are provided, using a proportional performance model. Fees resulting from achievement of certain performance thresholds are recorded when such levels are attained and such fees are not subject to forfeiture.

In the Consulting segment, the adoption of the new revenue standard did not have a significant impact on the timing of revenue recognition in the quarter.

See Note 17 for further discussion on the impact the new revenue recognition standard has on the Company's consolidated statements of income when comparing the 2018 financial information versus 2017.

4.     Fiduciary Assets and Liabilities

In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $13 million and $8 million for the three months ended March 31, 2018 and 2017, respectively. The Consulting segment recorded fiduciary interest income of $1 million in each of the three month periods ended March 31, 2018 and 2017, respectively. Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities.

Net uncollected premiums and claims and the related payables amounted to $7.6 billion at March 31, 2018 and $6.8 billion atDecember 31, 2017. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Accordingly, net uncollected premiums and claims and the related payables are not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

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In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.

5.    Per Share Data

Basic net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock.

Diluted net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares.

Basic and Diluted EPS Calculation	Three Months Ended March 31,
(In millions, except per share amounts)	2018		2017
Net income before non-controlling interests	$	696	$	578
Less: Net income attributable to non-controlling interests	6		9
Net income attributable to the Company	$	690	$	569
Basic weighted average common shares outstanding	508		515
Dilutive effect of potentially issuable common shares	6		7
Diluted weighted average common shares outstanding	514		522
Average stock price used to calculate common stock equivalents	$	82.83	$	71.32

There were 10.6 million and 12.8 million stock options outstanding as of March 31, 2018 and 2017, respectively.

6.    Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2018 and 2017.

(In millions)	2018			2017
Assets acquired, excluding cash	$	35		$	577
Liabilities assumed	(4		)	(76		)
Contingent/deferred purchase consideration	(7		)	(90		)
Net cash outflow for current year acquisitions	$	24		$	411

(In millions)	2018		2017
Interest paid	$	80	$	62
Income taxes paid, net of refunds	$	128	$	100

The classification of contingent consideration in the statement of cash flows is determined by whether the payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).

The following amounts are included in the consolidated statements of cash flows as a financing activity. The Company paid deferred and contingent consideration of $70 million for the three months ended March 31, 2018. This consisted of deferred purchase consideration related to prior years' acquisitions of $40 million and contingent consideration of $30 million. For the three months ended March 31, 2017, the Company paid deferred and contingent consideration of $34 million, consisting of deferred purchase consideration related to prior years' acquisitions of $26 million and contingent consideration of $8 million.

The following amounts are included in the operating section of the consolidated statements of cash flows. For the three months ended March 31, 2018, the Company recorded an expense for adjustments to acquisition related accounts of $5 million and made contingent consideration payments of $10 million. For the three months ended March 31, 2017, the Company recorded a net credit for adjustments related to acquisition related accounts of $16 million and made contingent consideration payments of $4 million.

The Company had non-cash issuances of common stock under its share-based payment plan of $125 million and $85 million for the three months ended March 31, 2018 and 2017, respectively. The Company recorded stock-based

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compensation expense for equity awards related to restricted stock units, performance stock units and stock options of $50 million and $42 million for the three-month periods ended March 31, 2018 and 2017, respectively.

7.    Other Comprehensive Income (Loss)

The changes, net of tax, in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three-month period ended March 31, 2018 and 2017, including amounts reclassified out of AOCI, are as follows:

(In millions)	Unrealized Investment Gains (Losses)			Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2017	$	14		$	(2,892	)	$	(1,165	)	$	(4,043	)
Cumulative effect of amended accounting standard	(14		)	—			—			(14		)
Other comprehensive income (loss) before reclassifications	—			(100		)	223			123
Amounts reclassified from accumulated other comprehensive income	—			29			—			29
Net current period other comprehensive income (loss)	—			(71		)	223			152
Balance as of March 31, 2018	$	—		$	(2,963	)	$	(942	)	$	(3,905	)

(In millions)	Unrealized Investment Gains (Losses)			Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2016	$	19		$	(3,232	)	$	(1,880	)	$	(5,093	)
Other comprehensive income (loss) before reclassifications	(3		)	(6		)	235			226
Amounts reclassified from accumulated other comprehensive income	—			30			—			30
Net current period other comprehensive income (loss)	(3		)	24			235			256
Balance as of March 31, 2017	$	16		$	(3,208	)	$	(1,645	)	$	(4,837	)

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The components of other comprehensive income (loss) for the three-month period ended March 31, 2018 and 2017 are as follows:

Three Months Ended March 31,	2018									2017
(In millions)	Pre-Tax			Tax (Credit)			Net of Tax			Pre-Tax			Tax (Credit)			Net of Tax
Foreign currency translation adjustments	$	228		$	5		$	223		$	235		$	—		$	235
Unrealized investment gains	—			—			—			(5		)	(2		)	(3		)
Pension/post-retirement plans:
Amortization of losses included in net periodic pension cost:
Prior service credits (a)	(1		)	—			(1		)	—			—			—
Net actuarial losses (a)	37			7			30			40			10			30
Subtotal	36			7			29			40			10			30
Effect of remeasurement	—			—			—			9			2			7
Effect of curtailment	—			—			—			(1		)	—			(1		)
Effect of settlement	—			—			—			1			—			1
Foreign currency translation adjustments	(120		)	(20		)	(100		)	(15		)	(3		)	(12		)
Other	—			—			—			(1		)	—			(1		)
Pension/post-retirement plans (losses) gains	(84		)	(13		)	(71		)	33			9			24
Other comprehensive income (loss)	$	144		$	(8	)	$	152		$	263		$	7		$	256
(a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Tax on prior service cost and net actuarial losses is included in income tax expense.

8.     Acquisitions

The Company has continued its strategy to grow its businesses and build shareholder value through strategic acquisitions. The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated value of the net tangible assets purchased and the value of the identifiable intangible assets purchased, which typically consist of purchased customer lists, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Until final valuations are complete, any change in assumptions could affect the carrying value of tangible assets, goodwill and identifiable intangible assets.

The Risk and Insurance Services segment completed two acquisitions during the first three months of 2018.

• February – MMA acquired Highsmith Insurance Agency, a North Carolina-based independent insurance brokerage firm.

• March – Marsh acquired Hoken Soken, Inc., a Japan-based insurance agency.

The Consulting segment completed two acquisitions during the first three months of 2018.

• January – Oliver Wyman acquired Draw, a U.K.-based digital transformation agency.

• March – Oliver Wyman acquired 8Works Limited, a U.K.-based design thinking consultancy.

Total purchase consideration for acquisitions made during the three months ended March 31, 2018 was $36 million, which consisted of cash paid of $29 million and deferred purchase and estimated contingent consideration of $7 million. Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or EBITDA of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $40 million of deferred purchase consideration and $40 million of contingent consideration related to acquisitions made in prior years.

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The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2018 based on their fair values:

For the Three Months Ended March 31, 2018
(In millions)
Cash	$	29
Estimated fair value of deferred/contingent consideration	7
Total Consideration	$	36
Allocation of purchase price:
Cash and cash equivalents	$	5
Accounts receivable, net	3
Other intangible assets	13
Goodwill	15
Other assets	4
Total assets acquired	40
Current liabilities	3
Other liabilities	1
Total liabilities assumed	4
Net assets acquired	$	36

Other intangible assets acquired are based on initial estimates and subject to change based on final valuations during the measurement period post acquisition date. The following chart provides information about other intangible assets acquired during 2018:

	Amount		Weighted Average Amortization Period
Client relationships	$	13	10 years

Prior-Year Acquisitions

The Risk and Insurance Services segment completed seven acquisitions during 2017.

• January – MMA acquired J. Smith Lanier & Co. ("JSL"), a privately held insurance brokerage firm providing insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S.

• February – MMA acquired iaConsulting, a Texas-based employee benefits consulting firm.

• March – MMA acquired Blakestad, Inc., a Minnesota-based private client and commercial lines insurance agency, and RJF Financial Services, a Minnesota-based retirement advisory firm.

• May – MMA acquired Insurance Partners of Texas, a Texas-based employee benefits consulting firm.

• August – Marsh acquired International Catastrophe Insurance Managers, LLC, a Colorado-based managing general agent providing property catastrophe insurance to business and homeowners, and MMA acquired Hendrick & Hendrick, Inc., a Texas-based insurance agency.

The Consulting segment completed three acquisitions during 2017.

• August – Mercer acquired Jaeson Associates, a Portugal-based talent management consulting organization.

• December – Mercer acquired Promerit AG, a Germany-based consultancy specializing in HR digitalization and business and HR transformation and BFC Asset Management Co., Ltd., a Japan-based independently owned asset manager, focused on alternative investment strategies.

Total purchase consideration for acquisitions made during the first three months of 2017 was $509 million, which consisted of cash paid of $419 million and deferred purchase and estimated contingent consideration of $90 million. Contingent consideration arrangements are primarily based on EBITDA or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when

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purchase accounting is finalized. In the first three months of 2017, the Company also paid $26 million of deferred purchase consideration and $12 million of contingent consideration related to acquisitions made in prior years.

Pro-Forma Information

The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2018 and 2017. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2017 and reflects acquisitions made in 2017 as if they occurred on January 1, 2016. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

	Three Months Ended March 31,
(In millions, except per share figures)	2018		2017
Revenue	$	4,002	$	3,539
Net income attributable to the Company	$	690	$	569
Basic net income per share attributable to the Company	$	1.36	$	1.11
Diluted net income per share attributable to the Company	$	1.34	$	1.09

The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the three month period ended March 31, 2018 included approximately $3 million of revenue and an operating loss of $1 million for acquisitions made in 2018. The consolidated statements of income for the three month period ended March 31, 2017 included $28 million of revenue and operating income of $10 million related to acquisitions made in 2017.

9.    Goodwill and Other Intangibles

The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, the Company assesses qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. As part of its assessment, the Company considers numerous factors, including that the fair value of each reporting unit exceeds its carrying value by a substantial margin based on its most recent estimates, whether significant acquisitions or dispositions occurred which might alter the fair value of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values, industry and market conditions, and the year-over-year change in the Company’s share price. The Company completed its qualitative assessment in the third quarter of 2017 and concluded that a two-step goodwill impairment test was not required in 2017 and that goodwill was not impaired.

Changes in the carrying amount of goodwill are as follows:

March 31,
(In millions)	2018		2017
Balance as of January 1,	$	9,089	$	8,369
Goodwill acquired	15		363
Other adjustments(a)	90		37
Balance at March 31,	$	9,194	$	8,769

^(a) The increase in 2018 primarily reflects the impact of foreign exchange.

Goodwill allocable to the Company’s reportable segments at March 31, 2018 is as follows: Risk and Insurance Services, $6.5 billion and Consulting, $2.7 billion.

Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature.

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The gross cost and accumulated amortization at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018						December 31, 2017
(In millions)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Client Relationships	$	1,700	$	560	$	1,140	$	1,672	$	518	$	1,154
Other (a)	241		125		116		234		114		120
Amortized intangibles	$	1,941	$	685	$	1,256	$	1,906	$	632	$	1,274

^(a) Primarily non-compete agreements, trade names and developed technology.

Aggregate amortization expense for the three months ended March 31, 2018 and2017 was $45 million and $40 million, respectively. The estimated future aggregate amortization expense is as follows:

For the Years Ending December 31,
(In millions)	Estimated Expense
2018 (excludes amortization through March 31, 2018)	$	137
2019	174
2020	154
2021	145
2022	132
Subsequent years	514
	$	1,256

10.     Fair Value Measurements

Fair Value Hierarchy

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:

Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds).

Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.

Level 2. Assets and liabilities whose values are based on the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).

The Company does not have any assets or liabilities that are measured using Level 2 inputs.

Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

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Liabilities measured using Level 3 inputs include liabilities for contingent purchase consideration.

Valuation Techniques

Equity Securities, Money Market Funds and Mutual Funds – Level 1

Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00.

Contingent Purchase Consideration Liability – Level 3

Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. These arrangements typically provide for the payment of additional consideration if earnings or revenue targets are met over periods from two to four years. The fair value of the contingent purchase consideration liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired entities.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017.

	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions)	03/31/18		12/31/17		03/31/18		12/31/17		03/31/18		12/31/17		03/31/18		12/31/17
Assets:
Financial instruments owned:
Exchange traded equity securities(a)	$	73	$	81	$	—	$	—	$	—	$	—	$	73	$	81
Mutual funds(a)	146		158		—		—		—		—		146		158
Money market funds(b)	27		143		—		—		—		—		27		143
Total assets measured at fair value	$	246	$	382	$	—	$	—	$	—	$	—	$	246	$	382
Fiduciary Assets:
Money market funds	$	36	$	111	$	—	$	—	$	—	$	—	$	36	$	111
Total fiduciary assets measured at fair value	$	36	$	111	$	—	$	—	$	—	$	—	$	36	$	111
Liabilities:
Contingent purchase consideration liability(c)	$	—	$	—	$	—	$	—	$	161	$	189	$	161	$	189
Total liabilities measured at fair value	$	—	$	—	$	—	$	—	$	161	$	189	$	161	$	189

^(a) Included in other assets in the consolidated balance sheets.

^(b) Included in cash and cash equivalents in the consolidated balance sheets.

^(c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.

During the three-month period ended March 31, 2018, there were no assets or liabilities that were transferred between any of the levels.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2018 and 2017 that represent contingent consideration related to acquisitions:

	Three Months Ended March 31,
(In millions)	2018			2017
Balance at beginning of period,	$	189		$	241
Additions	6			34
Payments	(40		)	(12		)
Revaluation Impact	5			(16		)
Other (a)	1			—
Balance at March 31,	$	161		$	247

^(a) Primarily reflects the impact of foreign exchange.

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The fair value of the contingent purchase consideration liability is based on projections of revenue and EBITDA for the acquired entities in relation to the established targets and is reassessed on a quarterly basis. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net increase in the estimated fair value of such liabilities for prior-period acquisitions of $5 million in the three-month period ended March 31, 2018. A 5% increase in the above mentioned projections would increase the liability by approximately $19 million. A 5% decrease in the above mentioned projections would decrease the liability by approximately $20 million.

Long-Term Investments

The Company holds investments in certain private equity investments, public companies and private companies that are accounted for using the equity method of accounting. The carrying value of these investments was $424 million and $405 million at March 31, 2018 and December 31, 2017, respectively.

Investments Accounted For Using the Equity Method of Accounting

Private Equity Investments

The Company's investments in private equity funds were $74 million and $76 million at March 31, 2018 and December 31, 2017, respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains/losses for its proportionate share of the change in fair value of the funds. These investments are included in other assets in the consolidated balance sheets.

Investments in Public and Private Companies

Alexander Forbes: The Company owns approximately 33% of the common stock of Alexander Forbes, a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. As of March 31, 2018, the carrying value of the Company’s investment in Alexander Forbes was approximately $286 million. As of March 31, 2018, the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the March 31, 2018 closing share price of 7.20 South African Rand per share, was approximately $269 million. The Company considered several factors in assessing its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. During the first quarter of 2018, the Alexander Forbes average opening and closing stock price was approximately 6.95 Rand (approximately 93% of the original purchase price) and ranged from a low of 6.31 Rand (in early February) to a high of 7.34 Rand (in late March) (approximately 84% to 98% of the purchase price). Based on its assessment of the factors discussed above, the Company determined the investment was not impaired.

The Company’s investment in Alexander Forbes and its other equity investments in private insurance and consulting companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated statements of income and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments on a one quarter lag basis.

Other Investments

At March 31, 2018 the Company held certain equity investments with readily determinable market values of $89 million. During the first three months of 2018, the Company recorded an investment loss of $8 million, which reflects the decrease in the market value of these investments as compared to December 31, 2017. The Company also holds investments without readily determinable market values of $59 million at March 31, 2018.

11.    Retirement Benefits

The Company maintains qualified and non-qualified defined benefit pension plans for some of its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit pension plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers such plans.

The target asset allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income and at March 31, 2018 the actual allocation for the Company's U.S. Plan was 63% equities and equity alternatives and 37% fixed income. The target allocation for the U.K. plans at March 31, 2018 was34% equities and

23

equity alternatives and 66% fixed income. At March 31, 2018, the actual allocation for the U.K. Plans was 37% equities and equity alternatives and 63% fixed income. The Company's U.K. Plans comprised approximately 81% of non-U.S. plan assets at December 31, 2017. The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company generally uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.

The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:

Combined U.S. and significant non-U.S. plans	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018			2017
Service cost	$	10		$	18		$	—		$	—
Interest cost	118			122			1			1
Expected return on plan assets	(221		)	(224		)	—			—
Amortization of prior service (credit) cost	—			—			(1		)	1
Recognized actuarial loss (gain)	37			40			—			—
Net periodic benefit (credit) cost	$	(56	)	$	(44	)	$	—		$	2
Curtailment gain	—			(1		)	—			—
Settlement loss	—			1			—			—
Total (credit) cost	$	(56	)	$	(44	)	$	—		$	2

As discussed in Note 17, effective January 1, 2018, the Company adopted the new guidance that changes the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs. Accordingly, we have reclassified prior period information in the following chart to conform with the current year's presentation:

Amounts Recorded in the Consolidated Statement of Income
Combined U.S. and significant non-U.S. plans	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018		2017
Compensation and benefits expense (Operating income)	$	10		$	18		$	—	$	—
Other net benefit credits	(66		)	(62		)	—		2
Total (credit) cost	$	(56	)	$	(44	)	$	—	$	2

U.S. Plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018		2017
Service cost	$	—		$	—		$	—	$	—
Interest cost	59			66			—		—
Expected return on plan assets	(89		)	(89		)	—		—
Amortization of prior service cost	—			—			—		1
Recognized actuarial loss (gain)	13			9			—		—
Net periodic benefit (credit) cost	$	(17	)	$	(14	)	$	—	$	1

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Significant non-U.S. plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018			2017
Service cost	$	10		$	18		$	—		$	—
Interest cost	59			56			1			1
Expected return on plan assets	(132		)	(135		)	—			—
Amortization of prior service credit	—			—			(1		)	—
Recognized actuarial loss	24			31			—			—
Net periodic benefit (credit) cost	$	(39	)	$	(30	)	$	—		$	1
Curtailment gain	—			(1		)	—			—
Settlement loss	—			1			—			—
Total (credit) cost	$	(39	)	$	(30	)	$	—		$	1

In March 2017, the Company modified its defined benefit pension plans in Canada to discontinue further benefit accruals for participants after December 31, 2017 and replaced them with a defined contribution arrangement. The Company also amended its post-retirement benefits plan in Canada so that individuals who retire after April 1, 2019 will not be eligible to participate, except in certain situations. The Company re-measured the assets and liabilities of the plans, based on assumptions and market conditions on the amendment date.

The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:

Combined U.S. and significant non-U.S. plans	Pension Benefits				Post-retirement Benefits
March 31,	2018		2017		2018		2017
Weighted average assumptions:
Expected return on plan assets	5.83	%	6.64	%	—		—
Discount Rate	3.07	%	3.40	%	3.21	%	3.64	%
Rate of compensation increase	1.73	%	1.77	%	—		—

The Company made approximately $33 million of contributions to its U.S. and non-U.S. defined benefit plans in the first three months of 2018. The Company expects to contribute approximately $76 million to its U.S. pension and non-U.S. pension plans during the remainder of 2018.

Defined Contribution Plans

The Company maintains certain defined contribution plans ("DC Plans") for its employees, the most significant being in the U.S. and the U.K. The cost of the U.S. DC Plans was $34 million for both 2018 and 2017. The cost of the U.K. DC Plans was $22 million and $20 million in 2018 and 2017, respectively.

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12.    Debt

The Company’s outstanding debt is as follows:

(In millions)	March 31, 2018		December 31, 2017
Short-term:
Commercial paper	$	249	$	—
Current portion of long-term debt	263		262
	512		262
Long-term:
Senior notes – 2.55% due 2018	250		250
Senior notes – 2.35% due 2019	299		299
Senior notes – 2.35% due 2020	498		498
Senior notes – 4.80% due 2021	499		498
Senior notes – 2.75% due 2022	497		496
Senior notes – 3.30% due 2023	348		348
Senior notes – 4.05% due 2023	248		248
Senior notes – 3.50% due 2024	596		596
Senior notes – 3.50% due 2025	496		496
Senior notes – 3.75% due 2026	596		596
Senior notes – 5.875% due 2033	297		297
Senior notes – 4.35% due 2047	492		492
Senior notes – 4.20% due 2048	592		—
Mortgage – 5.70% due 2035	367		370
Other	3		3
	6,078		5,487
Less current portion	263		262
	$	5,815	$	5,225

The senior notes in the table above are registered by the Company with the Securities and Exchange Commission and are not guaranteed.

The Company has established a short-term debt financing program of up to $1.5 billion through the issuance of commercial paper. The proceeds from the issuance of commercial paper are used for general corporate purposes. The Company had $249 million of commercial paper outstanding at March 31, 2018 at an effective interest rate of 2.44%.

In March 2018, the Company issued $600 million of 4.20% senior notes due 2048. The Company used the net proceeds for general corporate purposes.

In January 2017, the Company issued $500 million of 2.75% senior notes due 2022 and $500 million of 4.35% senior notes due 2047. The Company used the net proceeds for general corporate purposes, including the repayment of a $250 million debt maturity in April 2017.

The Company and certain of its foreign subsidiaries maintain a $1.5 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2018.

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Fair Value of Short-term and Long-term Debt

The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.

	March 31, 2018				December 31, 2017
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short-term debt	$	512	$	514	$	262	$	264
Long-term debt	$	5,815	$	5,908	$	5,225	$	5,444

The fair value of the Company’s short-term debt consists primarily of commercial paper and term debt maturing within the next year and its fair value approximates its carrying value. The estimated fair value of a primary portion of the Company's long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short- and long-term debt would be classified as Level 2 in the fair value hierarchy.

13.    Restructuring Costs

The Company recorded total restructuring costs of $6 million in the first three months of 2018, primarily for severance at Marsh and Corporate, as well as future rent under non-cancelable leases at Corporate. These costs were incurred in Risk and Insurance Services ($3 million), Consulting ($1 million) and Corporate ($2 million).

Details of the restructuring activity from January 1, 2017 through March 31, 2018, which includes liabilities from actions prior to 2018, are as follows:

(In millions)	Liability at 1/1/17		Amounts Accrued		Cash Paid			Other		Liability at 12/31/17		Amounts Accrued		Cash Paid			Other			Liability at 3/31/18
Severance	$	32	$	31	$	(49	)	$	1	$	15	$	5	$	(4	)	$	(1	)	$	15
Future rent under non-cancelable leases and other costs	61		9		(22		)	2		50		1		(4		)	1			48
Total	$	93	$	40	$	(71	)	$	3	$	65	$	6	$	(8	)	$	—		$	63

The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable and accrued liabilities, other liabilities or accrued compensation and employee benefits, depending on the nature of the items.

14.    Common Stock

During the first three months of 2018, the Company repurchased approximately 3.0 million shares of its common stock for consideration of $250 million. In November 2016, the Board of Directors of the Company authorized the Company to repurchase up to $2.5 billion in shares of the Company's common stock, which superseded any prior authorizations. As of March 31, 2018, the Company remained authorized to repurchase up to approximately $1.3 billion in shares of its common stock. There is no time limit on the authorization. During the first three months of 2017, the Company repurchased approximately 2.7 million shares of its common stock for consideration of $200 million.

The Company issued approximately 2.3 million and 3.3 million shares related to stock compensation and employee stock purchase plans during the first three months of 2018 and 2017, respectively.

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15.    Claims, Lawsuits and Other Contingencies

Litigation Matters

The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims may seek damages, including punitive and treble damages, in amounts that could be significant. In establishing liabilities for errors and omissions claims in accordance with FASB guidance on Contingencies - Loss Contingencies, the Company uses case level reviews by inside and outside counsel, and internal actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable.

To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year.

Governmental Inquiries and Enforcement Matters

Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates.

Risk and Insurance Services Segment

In April 2017, the Financial Conduct Authority in the United Kingdom (the "FCA") commenced a civil competition investigation into the aviation insurance and reinsurance sector. In connection with that investigation, the FCA carried out an on-site inspection at the London office of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United Kingdom. The FCA indicated that it had reasonable grounds for suspecting that Marsh Limited and other participants in the market have been sharing competitively sensitive information within the aviation insurance and reinsurance broking sector.

In October 2017, the Company received a notice that the Directorate-General for Competition of the European Commission had commenced a civil investigation of a number of insurance brokers, including Marsh, regarding "the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area ("EEA"), as well as possible coordination between competitors." In light of the action taken by the European Commission, the FCA informed Marsh Limited at the same time that it has discontinued its investigation under U.K. competition law into the aviation insurance and reinsurance sector.

In July 2017, the Directorate-General for Competition of the European Commission together with the Irish Competition and Consumer Protection Commission conducted on-site inspections at the offices of Marsh and other industry participants in Dublin in connection with an investigation regarding the "possible participation in anticompetitive agreements and/or concerted practices contrary to [E.U. competition law] in the market for commercial motor insurance in the Republic of Ireland."

We are cooperating with these investigations and are conducting our own reviews. As these investigations are at early stages, we are unable to predict their likely timing, outcome or ultimate impact. There can be no assurance that the ultimate resolution of these or any related matters will not have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

In November 2017, the FCA announced the terms of reference for a market study concerning the wholesale insurance broker sector in the United Kingdom, which affects Marsh and Guy Carpenter. The FCA is conducting the study to assess "how effectively competition is working in the wholesale insurance broker sector" and "how brokers influence competition in the underwriting sector." The FCA is expected to publish its interim report by the end of 2018, with a final report expected in 2019.

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Consulting Segment

In June 2017, the FCA issued a final report in connection with a market study of the U.K. asset management industry, which includes asset managers and investment consultants, including Mercer. Following the report, in September 2017, the FCA announced its decision to refer the investment consultancy and fiduciary management markets to the U.K. Competition & Markets Authority (the "CMA") for a market investigation. The CMA expects to issue its provisional decision in July 2018 and to conclude its investigation of the investment consultancy and fiduciary management markets by March 2019.

In the ordinary course of business, the Company is also subject to other investigations, market studies, subpoenas, lawsuits and other regulatory actions undertaken by governmental authorities.

Other Contingencies-Guarantees

In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee were reinsured up to £40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of March 31, 2018, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee.

From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit.

* * * *

The pending proceedings described above and other matters not explicitly described in this Note 15 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages, fines, penalties or other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB guidance on Contingencies - Loss Contingencies. Except as described above, the Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period.

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16.    Segment Information

The Company is organized based on the types of services provided. Under this structure, the Company’s segments are:

▪ Risk and Insurance Services, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and

▪ Consulting, comprising Mercer and Oliver Wyman Group.

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2017 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Selected information about the Company’s operating segments for the three-month period ended March 31, 2018 and 2017 are as follows:

	Three Months Ended March 31,
(In millions)	Revenue				Operating Income (Loss)
2018–
Risk and Insurance Services	$	2,344		(a)	$	716
Consulting	1,668			(b)	247
Total Operating Segments	4,012				963
Corporate / Eliminations	(12		)		(55		)
Total Consolidated	$	4,000			$	908
2017–
Risk and Insurance Services	$	1,989		(a)	$	568
Consulting	1,526			(b)	225
Total Operating Segments	3,515				793
Corporate / Eliminations	(12		)		(44		)
Total Consolidated	$	3,503			$	749

^(a) Includes inter-segment revenue of $1 million in 2018, interest income on fiduciary funds of $13 million and $8 million in 2018 and 2017, respectively, and equity method (loss) income of $(1) million and $2 million in 2018 and 2017, respectively.

^(b) Includes inter-segment revenue of $11 million and $12 million in 2018 and 2017, respectively, interest income on fiduciary funds of $1 million in both 2018 and in 2017, and equity method income of $3 million in 2018 and $4 million in 2017, respectively.

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Details of operating segment revenue for the three-month period ended March 31, 2018 and 2017 are as follows:

	Three Months Ended March 31,
(In millions)	2018			2017
Risk and Insurance Services
Marsh	$	1,703		$	1,602
Guy Carpenter	641			387
Total Risk and Insurance Services	2,344			1,989
Consulting
Mercer	1,171			1,077
Oliver Wyman Group	497			449
Total Consulting	1,668			1,526
Total Operating Segments	4,012			3,515
Corporate / Eliminations	(12		)	(12		)
Total	$	4,000		$	3,503

17.    New Accounting Guidance

New Accounting Pronouncements Effective January 1, 2018:

The following new accounting standards were adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2018:

New Revenue Recognition Standard

In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the new guidance effective January 1, 2018, using the modified retrospective method, which applies the new guidance beginning with the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2018. The Company elected to apply the modified retrospective method to all contracts.

The guidance includes requirements to estimate variable or contingent consideration to be received, which will result in revenue being recognized earlier than under legacy GAAP. In addition, the guidance requires the capitalization and amortization of certain costs which were expensed as incurred under legacy GAAP. As discussed in more detail below, the adoption of this new revenue recognition standard will shift revenue among quarters from historical patterns, but is not expected to have a significant year-over-year impact on annual revenue.

Upon adoption of the new revenue standard, the Company recognized significant movement in the quarterly timing of revenue recognized in the Risk and Insurance Services segment. In particular, under the new standard the recognition of revenue for reinsurance broking was accelerated from historical patterns. Estimated revenue from these treaties is recognized largely at the policy effective date at which point control over the services provided by the Company transfers to the client and the client has accepted the services. This resulted in a significant increase in revenue in the first quarter of 2018 compared to the same period in 2017. Prior to the adoption of this standard, revenue related to most reinsurance placements was recognized on the later of billing or effective date as premiums are determined by the primary insurers and attached to the reinsurance treaties. Typically, this resulted in revenue being recognized over a 12 to 18 month period.

The timing of revenue recognition for certain fee based brokerage arrangements will shift among quarters. However, since the vast majority of the Company's fee arrangements involve contracts that cover a single year of services, the Company does not expect there will be a significant change in the amount of revenue recognized in an annual period.

In the Risk and Insurance Services segment, certain pre-placement costs are now deferred and amortized into earnings when revenue from the placement is recognized. These costs were previously expensed as incurred. As such, the Company expects the recognition of costs to shift among quarters.

In the Consulting segment, the adoption of the new revenue standard will not have a significant impact on the timing of revenue recognition in quarterly or annual periods.

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In Consulting, the Company incurs implementation costs necessary to facilitate the delivery of the contracted services. The Company has concluded that certain additional implementation costs previously expensed under legacy GAAP will be deferred under the new guidance. In addition, the amortization period for these implementation costs will include the initial contract term plus expected renewals.

The cumulative effect of adopting the standard, net of tax, on January 1, 2018 resulted in an increase to the opening balance of retained earnings of $364 million, with offsetting increases/decreases to other balance sheet accounts, e.g. accounts receivable, other assets and deferred income taxes. The comparative information and prior periods was not restated and will continue to be reported under the legacy accounting standards that were in effect for those periods.

The impact of adoption of the new revenue standard on the Company's consolidated income statement was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Revenue	$	4,000		$	(161	)	$	3,839
Expense:
Compensation and Benefits	2,224			(60		)	2,164
Other Operating Expenses	868			—			868
Operating Expenses	3,092			(60		)	3,032
Operating Income	908			(101		)	807
Other Net Benefit Credits	66			—			66
Interest Income	3			—			3
Interest Expense	(61		)	—			(61		)
Income Before Income Taxes	916			(101		)	815
Income Tax Expense	220			(26		)	194
Net Income Before Non-Controlling Interests	696			(75		)	621
Less: Net Income Attributable to Non-Controlling Interests	6			—			6
Net Income Attributable to the Company	$	690		$	(75	)	$	615

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The impact of adoption of the new revenue standard on the Company's consolidated balance sheet was as follows (in millions):

	March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
ASSETS
Current assets:
Cash and cash equivalents	$	1,168		$	—		$	1,168
Net receivables	4,562			(242		)	4,320
Other current assets	540			(294		)	246
Total current assets	6,270			(536		)	5,734
Goodwill and intangible assets	10,450			—			10,450
Fixed assets, net	713			—			713
Pension related assets	1,857			—			1,857
Deferred tax assets	554			119			673
Other assets	1,535			(231		)	1,304
TOTAL ASSETS	$	21,379		$	(648	)	$	20,731
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	512		$	—		$	512
Accounts payable and accrued liabilities	2,343			(176		)	2,167
Accrued compensation and employee benefits	813			—			813
Accrued income taxes	261			—			261
Dividends payable	193			—			193
Total current liabilities	4,122			(176		)	3,946
Fiduciary liabilities	5,140			—			5,140
Less - cash and investments held in a fiduciary capacity	(5,140		)	—			(5,140		)
	—			—			—
Long-term debt	5,815			—			5,815
Pension, post-retirement and post-employment benefits	1,842			—			1,842
Liabilities for errors and omissions	312			—			312
Other liabilities	1,267			(33		)	1,234
Total equity	8,021			(439		)	7,582
TOTAL LIABILITIES AND EQUITY	$	21,379		$	(648	)	$	20,731

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The impact of adoption of the new revenue standard on the Company's consolidated statement of cash flow was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Operating cash flows:
Net income before non-controlling interests	$	696		$	(75	)	$	621
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	80			—			80
Amortization of intangible assets	45			—			45
Adjustments and payments related to contingent consideration liability	(5		)	—			(5		)
Provision for deferred income taxes loss on disposal of assets	11			—			11
Gain on disposition of assets	(1		)	—			(1		)
Share-based compensation expense	50			—			50
Changes in assets and liabilities:
Net receivables	(357		)	174			(183		)
Other current assets	2			(24		)	(22		)
Other assets	(32		)	(11		)	(43		)
Accounts payable and accrued liabilities	135			(54		)	81
Accrued compensation and employee benefits	(905		)	—			(905		)
Accrued income taxes	61			—			61
Contributions to pension excess of expense/credit	(96		)	—			(96		)
Other liabilities	17			(10		)	7
Effect of exchange rate changes	(65		)	—			(65		)
Net cash used for operations	$	(364	)	$	—		$	(364	)

Theadoption of the revenue recognition standard did not have an impact on the Company's financing or investing cash flows.

Other Standards Adopted Effective January 1, 2018 using the modified retrospective approach

In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires investments in equity securities (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance was effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company holds certain equity investments that under legacy GAAP were previously treated as available for sale securities, whereby the mark-to-market change was recorded to other comprehensive income in its consolidated balance sheet. The Company adopted the new accounting guidance, effective January 1, 2018, recording a cumulative-effect adjustment increase to retained earnings as of the beginning of the period of adoption of $14 million, reflecting the

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reclassification of cumulative unrealized gains, net of tax as of December 31, 2017 from accumulated other comprehensive income to retained earnings. Therefore, prior periods have not been restated.

In October 2016, the FASB also issued new guidance which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted the new guidance, effective January 1, 2018, recording a cumulative-effect adjustment decrease to retained earnings of approximately $14 million as of the beginning of the period of adoption.

The impact on the Company's balance sheet as of January 1, 2018 related to the adoption of the accounting standards using the modified retrospective approach as discussed above is as follows:

			Adjustments
	Balance at December 31, 2017		Revenue Recognition			Financial Instruments			Intra-Entity Transfer			Balance at January 1, 2018
Balance Sheet
Assets
Net Receivables	$	4,133	$	68		$	—		$	—		$	4,201
Other Current Assets	224		318			—			—			542
Other Assets	1,430		226			—			—			1,656
Deferred Tax Assets	669		(103		)	—			(14		)	552
Liabilities
Accounts Payable and Accrued Liabilities	2,083		122			—			—			2,205
Other Liabilities	1,311		23			—			—			1,334
Equity
Other Accumulated Comprehensive Income	—		—			(14		)	—			(14		)
Retained Earnings	$	13,140	$	364		$	14		$	(14	)	$	13,504

Cumulative effect adjustment related to the adoption of the revenue recognition standard

The cumulative effect adjustment recorded to net receivables is primarily related to contingent brokerage revenue and reinsurance revenue placements. Under the new guidance, the Company is required to record an estimate of variable or contingent consideration earlier than under the previous rules. Also under the new guidance, revenue related to most reinsurance placements is accelerated versus previous patterns.

The cumulative effect adjustments also includes the capitalization of costs to fulfill and costs to obtain that are included in other current assets and other assets, respectively. These costs were previously expensed as incurred. The adjustment to accounts payable and accrued liabilities includes deferred revenue related to the timing of fee revenue recognition for fee based arrangements and certain post placement servicing costs, primarily related to reinsurance brokerage costs that were previously expensed as incurred.

Adoption of amended accounting standard using the retrospective application approach

Effective January 1, 2018, the Company adopted new guidance that changes the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs. Accordingly, we have reclassified prior period information in the consolidated results of operations, segment data and related disclosures contained inour management's discussion and analysis and notes to the consolidated financial statements to reflect the retrospective adoption of this standard.

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Other accounting standards adopted effective January 1, 2018

In November 2016, the FASB issued new guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance, which is required to be applied retrospectively to all periods presented, effective January 1, 2018. The adoption of this guidance did not impact the Company's consolidated balance sheets or consolidated statements of cash flows.

In August 2016, the FASB issued new guidance which adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including cash payments for debt prepayments or debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. The Company adopted this guidance effective January 1, 2018. The adoption of this guidance did not impact the Company's consolidated statements of cash flows.

In January 2017, the FASB issued guidance which clarifies the definition of a business in order to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this guidance effective January 1, 2018. The adoption of this standard did not have an impact on the Company's financial position or results of operations.

New Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial position or results of operations.

In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financing or operating lease. However, unlike current GAAP, which requires that only capital leases be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model. The new guidance on leases is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. The Company is currently evaluating the impact the adoption of the guidance will have on its financial position and results of operations, but expects material "right of use" assets and lease liabilities to be recorded on its consolidated balance sheets.

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company") is a global professional services firm 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 nearly 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 operates through two segments:

• Risk and Insurance Services includes risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and reinsurance broking and services. The Company conducts business in this segment through Marsh and Guy Carpenter.

• Consulting includes wealth, health and career consulting services and products, and specialized management, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group.

A reconciliation of segment operating income to total operating income is included in Note 16 to the consolidated financial statements included in Part I Item 1 in this report. The accounting policies used for each segment are the same as those used for the consolidated financial statements.

Consolidated Results of Operations

	Three Months Ended March 31,
(In millions, except per share figures)	2018		2017
Revenue	$	4,000	$	3,503
Expense:
Compensation and Benefits	2,224		2,005
Other Operating Expenses	868		749
Operating Expenses	3,092		2,754
Operating Income	908		749
Net Income Before Non-Controlling Interests	696		578
Net Income Attributable to the Company	$	690	$	569
Net Income Per Share Attributable to the Company:
Basic	$	1.36	$	1.10
Diluted	$	1.34	$	1.09
Average Number of Shares Outstanding:
Basic	508		515
Diluted	514		522
Shares outstanding at March 31,	508		515

As discussed in Note 3 to the consolidated financial statements included in Item I, Part I, effective January 1, 2018, the Company adopted new accounting guidance related to revenue recognition. The new guidance was adopted using the modified retrospective method, which applies the guidance beginning with the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the prior accounting standards that were in effect for those periods.

As a result of applying the new revenue standard on January 1, 2018, the Company recognized significant changes in the quarterly timing of revenue recognized in the Risk and Insurance Service segment. In particular, under the new standard the recognition of revenue in the Company’s reinsurance broking operations was accelerated from historical patterns, resulting in a significant increase in revenue in the first quarter of 2018 compared to the same period in 2017. Prior to the adoption of this standard, revenue related to most reinsurance placements was recognized on the later of billing or effective date. Typically, this resulted in revenue being recognized over a 12 to

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18 month period. Under the new guidance, estimated revenue from these treaties will be recognized largely at the policy effective date.

In the insurance brokerage operations, revenue from commission based arrangements will continue to be recorded at the policy effective date, while the timing of revenue recognition for certain fee based arrangements will shift among quarters. However, since the vast majority of our fee arrangements involve contracts that cover a single year of services, the Company does not expect there will be a significant change in the amount of revenue recognized in an annual period.

In the Risk and Insurance Services segment, certain pre-placement costs will be deferred and amortized into earnings when the revenue from the placement is recognized. These costs were previously expensed as incurred. As such, the Company expects the recognition of costs to shift among quarters.

In the Consulting segment, the adoption of the new revenue standard will not have a significant impact on the timing of revenue recognition in quarterly or annual periods.

The Company's consolidated operating income of $908 million in the first quarter of 2018 increased 21% compared to the prior year period. This reflects increases of 14% related to the impact of applying the new revenue recognition standard, 4% related to the impact of foreign currency translation, 2% from the impact of acquisitions and 2% on an underlying basis. Diluted net income per share attributable to the Company increased 23% when compared to prior year period, reflecting the items discussed above, the impact of a lower effective tax rate in 2018 compared to 2017 due to U.S. tax reform, as well as a 2% decrease in the average number of diluted shares outstanding. The number of shares issued related to the vesting of share awards and exercise of employee stock options was more than offset by shares repurchased over the past four quarters.

See Note 17 to the consolidated financial statements for the reconciliation of the impact of applying new revenue guidance on the consolidated statement of income for the quarter ended March 31, 2018.

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Consolidated Revenue and Expense

Revenue - Components of Change

The Company conducts business in more than 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as the revenue impact of acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. In addition, as described in Note 17 to the consolidated financial statements, the Company adopted new accounting guidance related to revenue recognition, which had a significant impact on the timing of revenue recognition. Underlying revenue measures the change in revenue from one period to another by isolating these impacts. The impact of foreign currency exchange fluctuations, acquisitions and dispositions, including transfers among businesses, and the adoption of the new revenue recognition guidance on the Company’s operating revenues by segment was as follows:

	Three Months Ended March 31,						% Change GAAP Revenue		Components of Revenue Change*
									Currency Impact		Acquisitions/ Dispositions/ Other Impact		Revenue Standard Impact		Underlying Revenue
(In millions)	2018			2017
Risk and Insurance Services
Marsh	$	1,694		$	1,596		6	%	4	%	3	%	(3	)%	2	%
Guy Carpenter	637			385			66	%	2	%	—		56	%	7	%
Subtotal	2,331			1,981			18	%	4	%	2	%	9	%	3	%
Fiduciary Interest Income	13			8
Total Risk and Insurance Services	2,344			1,989			18	%	4	%	2	%	8	%	3	%
Consulting
Mercer	1,171			1,077			9	%	4	%	—		(1	)%	5	%
Oliver Wyman Group	497			449			11	%	5	%	—		—		6	%
Total Consulting	1,668			1,526			9	%	5	%	—		—		5	%
Corporate / Eliminations	(12		)	(12		)
Total Revenue	$	4,000		$	3,503		14	%	4	%	1	%	5	%	4	%

	Three Months Ended March 31,				% Change GAAP Revenue		Components of Revenue Change*
							Currency Impact		Acquisitions/ Dispositions/ Other Impact		Revenue Standard Impact		Underlying Revenue
(In millions)	2018		2017
Marsh:
EMEA	$	643	$	589	9	%	10	%	—		—		(2	)%
Asia Pacific	164		152		8	%	4	%	—		—		4	%
Latin America	84		80		5	%	(1	)%	—		—		6	%
Total International	891		821		8	%	8	%	—		—		—
U.S. / Canada	803		775		4	%	—		6	%	(6	)%	3	%
Total Marsh	$	1,694	$	1,596	6	%	4	%	3	%	(3	)%	2	%
Mercer:
Defined Benefit Consulting & Administration	$	339	$	334	2	%	6	%	—		—		(4	)%
Investment Management & Related Services	226		186		21	%	5	%	1	%	—		15	%
Total Wealth	565		520		9	%	6	%	—		—		3	%
Health	442		415		6	%	3	%	(2	)%	(2	)%	7	%
Career	164		142		15	%	4	%	7	%	—		4	%
Total Mercer	$	1,171	$	1,077	9	%	4	%	—		(1	)%	5	%

Underlying revenue measures the change in revenue using consistent currency exchange rates, excluding the impact of certain items that affect comparability such as: acquisitions, dispositions, transfers among businesses, changes in estimate methodology and the impact of the new revenue standard.
*	Components of revenue change may not add due to rounding.

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Revenue

Consolidated revenue for the first quarter of 2018 was $4 billion, an increase of 14%, or 4% on an underlying basis, with increases of 5% related to applying the new revenue recognition standard, 1% from the impact of acquisitions and 4% from the impact of foreign currency translation.

Revenue in the Risk and Insurance Services segment for the first quarter of 2018 was $2.3 billion, an increase of 18% from the same quarter of the prior year and 3% on an underlying basis. The revenue increase also reflects increases of 8% from applying the new revenue recognition standard, 4% from the impact of foreign currency translation and 2% from acquisitions. Consulting revenue of $1.7 billion in the first quarter of 2018 increased 9%, or 5% on an underlying basis. The application of the new revenue recognition standard had a negligible impact on Consulting revenue in the quarter, while the impact of foreign currency translation increased revenue by 5% in the first quarter of 2018 as compared to the same period last year.

Operating Expense

Consolidated operating expense in the first quarter increased 12% compared with the same period last year, reflecting increases of 4% increase on an underlying basis, 4% from the impact of foreign currency translation, 2% from applying the new revenue recognition standard and 1% from acquisitions. The increase in underlying expenses is primarily due to higher base salaries, asset based fees, recoverable expenses, outside service costs and taxes and general insurance costs.

Risk and Insurance Services

The results of operations for the Risk and Insurance Services segment are presented below:

For the Three Months Ended March 31,	Three Months
(In millions)	2018			2017
Revenue	$	2,344		$	1,989
Compensation and Benefits	1,168			1,025
Other Operating Expenses	460			396
Expense	1,628			1,421
Operating Income	$	716		$	568
Operating Income Margin	30.5		%	28.6		%

Revenue

Revenue in the Risk and Insurance Services segment in the first quarter of 2018 was $2.3 billion, an increase of 18% as compared to the same period last year, reflecting a 3% increase in underlying revenue, an 8% increase related to the impact of the new revenue recognition standard, a 2% increase related to acquisitions and a 4% increase related to the impact of foreign currency translation.

In Marsh, revenue in the first quarter of 2018 was $1.7 billion, an increase of 6% compared with the same quarter of the prior year, reflecting an increase in underlying revenue of 2%, a 3% increase from acquisitions and a 4% increase related to the impact of foreign currency translation partially offset by a decrease of 3% related to the impact of the new revenue recognition standard. Revenue in international operations was flat on an underlying basis, with growth of 4% in Asia Pacific and 6% in Latin America partly offset by a decrease of 2% in EMEA. In U.S./Canada, underlying revenue increased 3% compared to prior year. Guy Carpenter's first quarter revenue increased 66%, or 7% on an underlying basis. Guy Carpenter's revenue in 2018 reflects a 56% increase related to the impact of the new revenue recognition standard and a 2% increase related to the impact of foreign currency translation.

Expense

Expenses in the Risk and Insurance Services segment increased 15% in the first quarter of 2018 compared with the same period last year, reflecting increases of 4% in underlying expenses, 2% related to acquisitions, 4% from the impact of foreign currency translation and 4% related to the application of the new revenue recognition standard. The increase in underlying expenses is primarily due to higher base salaries, outside service costs and taxes and general insurance costs.

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Consulting

The results of operations for the Consulting segment are presented below:

For the Three Months Ended March 31,	Three Months
(In millions)	2018			2017
Revenue	$	1,668		$	1,526
Compensation and Benefits	956			891
Other Operating Expenses	465			410
Expense	1,421			1,301
Operating Income	$	247		$	225
Operating Income Margin	14.8		%	14.7		%

Revenue

Revenue in the Consulting segment in the first quarter of 2018 was $1.7 billion, an increase of 9% compared to the same period last year, reflecting a 5% increase in underlying revenue and a 5% increase from the impact of foreign currency translation. The new revenue recognition standard had a negligible impact on Consulting revenue in the first quarter of 2018.

Mercer's revenue of approximately $1.2 billion increased 9% compared to the prior year, reflecting a 5% increase on an underlying basis, and a 4% increase from the impact of foreign currency translation, partly offset by a decrease of 1% related to the new revenue recognition standard. On an underlying basis, revenue in Health increased 7%, Career increased 4%, and Wealth increased 3%. Within Wealth, Investment Management & Related Services increased 15% and Defined Benefit Consulting & Administration decreased 4% compared to the same period last year. Oliver Wyman's revenue increased 11% to $497 million in the first quarter of 2018 compared to the same period last year, reflecting a 6% increase on an underlying basis and a 5% increase from the impact of foreign currency translation. The new revenue recognition standard did not have an impact on Oliver Wyman's revenue in the quarter.

Expense

Consulting expenses in the first quarter of 2018 increased 9% as compared to the first quarter of 2017. This reflects an underlying expense increase of 5% and a 4% increase from the impact of foreign currency translation. The increase in underlying expenses is primarily due to higher base salaries, asset-based fees, outside service costs and recoverable expenses partly offset by lower incentive compensation costs.

Corporate and Other

Corporate expenses were $55 million and $44 million for the first quarter of 2018 and 2017, respectively. The increase in expenses is primarily due to one-time bonus payments related to U.S. tax reform and higher incentive compensation costs.

Interest

Interest income earned on corporate funds was $3 million in the first quarter of 2018 compared with $2 million for the same period in 2017. Interest expense increased $3 million in the first quarter of 2018 compared with the first quarter of 2017. The increase in interest expense is primarily due to higher average debt outstanding in 2018.

Investment Income

The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments. It includes, when applicable, other-than-temporary declines in the value of debt securities, mark-to-market increases/decreases in equity investments with readily determinable fair values and equity method gains or losses on its investments in private equity funds. The Company's investments may include direct investments in insurance, consulting or other strategically linked companies and investments in private equity funds.

As discussed in Note 17 to the consolidated financial statements, effective January 1, 2018, the Company adopted a new accounting standard prospectively, that requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The Company holds certain equity investments that under legacy GAAP were previously treated as available for sale securities, whereby the mark-to-market change was recorded to other comprehensive income in its consolidated balance sheet. The Company recorded a cumulative-effect

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adjustment increase to retained earnings as of the beginning of the period of adoption of $14 million, reflecting the reclassification of cumulative unrealized gains, net of tax, as of December 31, 2017 from other comprehensive income to retained earnings. Therefore, prior periods have not been restated.

The Company had a net investment loss of less than $1 million in the first quarter of 2018 compared to a net investment gain of less than $1 million for the same period in 2017. During the first quarter of 2018, equity method gains of $7 million related to the Company's investments in private equity funds were offset by mark-to-market losses on certain equity investments with readily determinable market values.

Income Taxes

On December 22, 2017, the U.S. enacted tax legislation commonly known as the "Tax Cuts and Jobs Act" (the "TCJA") that significantly changed the U.S. Internal Revenue Code of 1986, as amended. The TCJA generally became effective on January 1, 2018. The TCJA provided for a reduction in the U.S. corporate tax rate to 21% and the creation of a broadly territorial tax system. The TCJA also changed the deductibility of certain expenses, primarily executive officers’ compensation. In the fourth quarter of 2017, the Company recorded a provisional charge of $460 million related to the enactment of the TCJA. As discussed in Note 2 to the consolidated financial statements, this provisional charge may be adjusted in 2018. The TCJA provided for a transition to the territorial system via a transition tax on undistributed earnings of non-U.S. subsidiaries. The Company recorded a provisional charge of $240 million in the fourth quarter of 2017 as an estimate of U.S. transition taxes and ancillary effects, including state taxes and foreign withholding taxes related to the change in permanent reinvestment status with respect to our pre-2018 foreign earnings. This transition tax is payable over eight years. The reduction of the U.S. corporate tax rate from 35% to 21% reduced the value of the U.S. deferred tax assets and liabilities. Accordingly, a charge of $220 million was recorded in the fourth quarter of 2017. Adjustments during the quarter to the provisional estimates of transition taxes and U.S. deferred tax assets and liabilities increased income tax expense by $3 million. These estimates may be further adjusted during 2018 after the Company has finalized its analysis of all the relevant information.

The Company's effective tax rate in the first quarter of 2018 was 23.9% compared to 23.3% in the first quarter of 2017. The rate in the first quarter of 2018 reflects ongoing impacts of the TCJA, primarily the reduced 21% U.S. statutory rate largely offset by higher estimated costs from the new territorial system and greater disallowance of compensation and entertainment deductions. The rate in the first quarter of 2017 reflects foreign operations taxed at rates below the 35% U.S. statutory tax rate, including the effect of repatriation. The tax rates in both periods reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, tax legislation, and nontaxable adjustments to contingent acquisition consideration. The excess tax benefit related to share based payments is the most significant discrete item, reducing the effective tax rate by 2.4% and 5.8% in the first quarters of 2018 and 2017, respectively.

The effective tax rate is sensitive to the geographic mix and repatriation of the Company's earnings, which may result in higher or lower tax rates. Combined U.S. federal and state corporate tax rates exceed tax rates applicable in many jurisdictions outside the U.S. A significant portion of the Company's profits are earned outside the U.S. In 2018, the forecasted pre-tax income in the U.K., Barbados, Canada, Australia, Ireland and Germany is expected to account for approximately 60% of the Company's total non-U.S. pre-tax income, with estimated effective tax rates in those countries of 23%, 0.4%, 27%, 30%, 12% and 32%, respectively.

Losses in one jurisdiction cannot generally offset earnings in another, and within certain jurisdictions, profits and losses may not offset between entities. Consequently, losses in certain jurisdictions may require valuation allowances affecting the effective tax rate, depending on estimates of the realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitation.

Changes in tax laws or tax rulings may have a significant impact on our effective tax rate. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits decreased from $71 million at December 31, 2017 to $70 million at March 31, 2018 due to settlements of audits and expirations of statutes of limitation, partially offset by current accruals. We expect that the total amount of unrecognized tax benefits may decrease between zero and approximately $4 million within the next twelve months due to settlements of audits and expirations of statutes of limitation.

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Liquidity and Capital Resources

The Company is organized as a legal entity separate and distinct from its operating subsidiaries. As the Company does not have significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to pay principal and interest on its outstanding debt obligations, pay dividends to stockholders, repurchase its shares and pay corporate expenses. The Company also provides financial support to its operating subsidiaries for acquisitions, investments and certain parts of their business that require liquidity, such as the capital markets business of Guy Carpenter. Other sources of liquidity include borrowing facilities discussed below in "Financing Cash Flows".

The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the United States. Funds from those operating subsidiaries are regularly repatriated to the United States out of annual earnings. At March 31, 2018, the Company had approximately $1 billion of cash and cash equivalents in its foreign operations, which includes $183 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements. The Company expects to continue its practice of repatriating foreign funds from its non-U.S. operating subsidiaries out of current annual earnings, and with respect to repatriating 2017 and prior earnings, it is in the process of fully evaluating such factors as its short- and long-term capital needs, acquisition and borrowing strategies, and the availability of cash for repatriation for each of its subsidiaries as it considers its permanent reinvestment assertions going forward in light of the enactment at the end of 2017 of the TCJA.

In the first three months of 2018, the Company recorded foreign currency translation adjustments which increased net equity by approximately $223 million. A weakening of the U.S. dollar against foreign currencies would increase the translated U.S. dollar value of the Company’s net investments in its non-U.S. subsidiaries, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries.

Cash and cash equivalents on our consolidated balance sheets includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown separately in the consolidated balance sheets as an offset to fiduciary liabilities. Fiduciary funds cannot be used for general corporate purposes, and should not be considered as a source of liquidity for the Company.

Operating Cash Flows

The Company used $364 million of cash from operations for the three month period ended March 31, 2018, compared to $399 million used for operations in the first three months of 2017. These amounts reflect the net income of the Company during those periods, excluding gains or losses from investments, adjusted for non-cash charges and changes in working capital which relate primarily to the timing of payments of accrued liabilities and pension plan contributions or receipts of assets.

Pension Related Items

Contributions

The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in the applicable laws or regulations of the U.S. and other jurisdictions. During the first three months of 2018, the Company contributed $26 million to its non-U.S. defined benefit pension plans and $7 million to its U.S. defined benefit pension plans. In the first three months of 2017, the Company contributed $49 million to its non-U.S. defined benefit pension plans and $7 million to its U.S. defined benefit pension plans.

In the U.S., contributions to the tax-qualified defined benefit plans are based on ERISA guidelines and the Company generally expects to maintain a funded status of 80% or more of the liability determined under the ERISA guidelines.

Outside the U.S., the Company has a large number of defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 81% of non-U.S. plan assets at December 31, 2017. Contribution rates for non-U.S. plans are generally based on local funding practices and statutory requirements, which may differ significantly from measurements under U.S. GAAP. In the U.K., the assumptions used to determine pension contributions are the result of legally-prescribed negotiations between the Company and the plans' trustee that typically occur every three years in conjunction with the actuarial valuation of the plans. Currently, this results in a lower funded status than under U.S. GAAP and may result in contributions irrespective of the U.S. GAAP funded status. In November 2016, the Company and the Trustee of the U.K. defined benefits plans agreed to a funding deficit recovery plan for the U.K. defined benefit pension plans. The current agreement with the Trustee sets out the annual deficit contributions which would be due based on the deficit at December 31, 2015. The funding level is subject to re-assessment, in most cases on November 1 of each year. If the funding level on November 1 is sufficient, no deficit

43

funding contributions will be required in the following year, and the contribution amount will be deferred. The funding level was re-assessed on November 1, 2017 and no deficit funding contributions are required in 2018. The funding level will be re-assessed on November 1, 2018. As part of a long-term strategy, which depends on having greater influence over asset allocation and overall investment decisions, in November 2016 the Company renewed its agreement to support annual deficit contributions by the U.K. operating companies under certain circumstances, up to GBP 450 million over a seven-year period.

The Company expects to fund an additional $56 million to its non-U.S. defined benefit plans over the remainder of 2018, comprising approximately $48 million to plans outside of the U.K. and $8 million to the U.K. plans. The Company also expects to fund an additional $20 million to its U.S. defined benefit plans during the remainder of 2018.

Funding amounts may be influenced by future asset performance, the level of discount rates and other variables impacting the funded status of the plan.

Changes in Pension Plans

In March 2017, the Company modified its defined benefit pension plans in Canada to discontinue further benefit accruals for participants after December 31, 2017 and replaced them with a defined contribution arrangement. The Company also amended its post-retirement benefits plan in Canada so that individuals who retire after April 1, 2019 will not be eligible to participate, except in certain situations. The Company re-measured the assets and liabilities of the plans, based on assumptions and market conditions on the amendment date.

Financing Cash Flows

Net cash provided by financing activities was $294 million for the three-month period ended March 31, 2018, compared with $697 million of net cash provided by such activities for the same period in 2017.

Debt

The Company has established a short-term debt financing program of up to $1.5 billion through the issuance of commercial paper. The proceeds from the issuance of commercial paper are used for general corporate purposes. The Company had $249 million of commercial paper outstanding at March 31, 2018 at an effective interest rate of 2.44%.

In March 2018, the Company issued $600 million of 4.20% senior notes due 2048. The Company used the net proceeds for general corporate purposes.

In January 2017, the Company issued $500 million of 2.75% senior notes due in 2022 and $500 million of 4.35% senior notes due in 2047. The Company used the net proceeds for general corporate purposes, which included the repayment of $250 million of senior notes in April 2017.

Credit Facilities

The Company and certain of its subsidiaries maintain a $1.5 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2018.

The Company's senior debt is currently rated A- by Standard & Poor's and Baa1 by Moody's. The Company's short-term debt is currently rated P-2 by Moody's and A-2 by Standard & Poor's. The Company carries a stable outlook from Moody's and Standard & Poor's.

Share Repurchases

During the first three months of 2018, the Company repurchased 3.0 million shares of its common stock for total consideration of $250 million at an average price per share of $82.72. In November 2016, the Board of Directors authorized an increase in the Company’s share repurchase program, which supersedes any prior authorization, allowing management to buy back up to $2.5 billion of the Company’s common stock going forward. As of March 31, 2018, the Company remained authorized to purchase shares of its common stock up to a value of approximately $1.3 billion. There is no time limit on this authorization.

During the first three months of 2017, the Company repurchased approximately 2.7 million shares of its common stock for consideration of $200 million.

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Contingent payments related to acquisitions

During the first three months of 2018, the Company paid $40 million of contingent payments related to acquisitions made in prior periods. These payments are split between financing and operating cash flows in the consolidated statements of cash flows. Payments of $30 million related to the contingent consideration liability that was recorded on the date of acquisition are reflected as financing cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $10 million are reflected as operating cash flows. Remaining estimated future contingent consideration payments of $161 million for acquisitions completed in the first three months of 2018 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at March 31, 2018.

The Company paid deferred purchase consideration related to prior years' acquisitions of $40 million in the first three months of 2018. Remaining deferred cash payments of approximately $83 million for acquisitions completed in the first three months of 2018 and in prior years are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at March 31, 2018.

In the first three months of 2017, the Company paid $12 million of contingent payments related to acquisitions made in prior periods. Of this amount, $8 million was reported as financing cash flows and $4 million as operating cash flows.

Dividends

The Company paid dividends on its common shares of $189 million ($0.375 per share) during the first three months of 2018, as compared with $175 million ($0.34 per share) during the first three months of 2017.

Investing Cash Flows

Net cash used for investing activities amounted to $70 million in the first three months of 2018, compared with $461million used during the same period in 2017.

The Company paid $24 million and $411 million, net of cash acquired, for acquisitions it made during the first three months of 2018 and 2017, respectively.

The Company used cash of $58 million to purchase fixed assets and capitalized software in the first three months of 2018, compared with $62 million in the first three months of 2017, primarily related to computer equipment and software purchases, software development costs and the refurbishing and modernizing of office facilities.

The Company has commitments for potential future investments of approximately $54 million in four private equity funds that invest primarily in financial services companies.

Commitments and Obligations

The Company’s contractual obligations of the types identified in the table below were of the following amounts as of March 31, 2018:

(In millions of dollars)	Payment due by Period
Contractual Obligations	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Commercial paper	$	250	$	250	$	—	$	—	$	—
Short-term debt	263		263		—		—		—
Long-term debt	5,857		—		829		1,381		3,647
Interest on long-term debt	2,612		231		424		356		1,601
Net operating leases	1,978		306		526		425		721
Service agreements	331		198		109		12		12
Other long-term obligations	271		123		128		20		—
Total	$	11,562	$	1,371	$	2,016	$	2,194	$	5,981

The above does not include unrecognized tax benefits of $70 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $1 million that may become payable within one year. The above does not include net pension liabilities of approximately $1.7 billion because the timing and amount of ultimate payment of such liability is dependent upon future events, including, but not limited to, future returns on plan assets and changes in the discount rate used to measure the liabilities.

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The above does not include the provisional estimate of transitional tax payments related to the TCJA of $240 million. The amounts of estimated future benefits payments to be made from pension plan assets are disclosed in Note 7 to the consolidated financial statements. The Company expects to contribute approximately $20 million and $56 million to its U.S. and non-U.S. pension plans, respectively, in the remainder of 2018.

Management’s Discussion of Critical Accounting Policies

The Company’s discussion of critical accounting policies that place the most significant demands on management’s judgment and requires management to make significant estimates about matters that are inherently uncertain are discussed in the MD&A in the 2017 Form 10-K. The adoption new revenue guidance on January 1, 2018 has increased the significance of judgments and estimates management must make to apply the guidance. In particular, in the Risk and insurance Services segment, judgments related to the amount of variable revenue consideration to ultimately be received on placement of quota share reinsurance treaties and contingent commission from insurers, which was previously recognized when the contingency was resolved, now requires significant judgments and estimates. Management also makes significant judgments and estimates to measure the progress toward completing performance obligations and realization rates for consideration related to contracts as well as potential performance-based fees in the Consulting segment. See Note 3 to the consolidated financial statements for additional information.

New Accounting Guidance

Note 17 to the consolidated financial statements in this report contains a discussion of recently issued accounting guidance and their impact or potential future impact on the Company’s financial results, if determinable.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk and Credit Risk

Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.

The Company had the following investments subject to variable interest rates:

(In millions)	March 31, 2018
Cash and cash equivalents invested in money market funds, certificates of deposit and time deposits	$	1,168
Fiduciary cash and investments	$	5,140

Based on the above balances, if short-term interest rates increased or decreased by 10%, or 12 basis points, for the remainder of the year, annual interest income, including interest earned on fiduciary funds, would increase or decrease by approximately $4 million.

Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension expense. The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year. Assumptions used to determine net periodic expense for 2018 are discussed in Note 7 to the consolidated financial statements included in our most recently filed Annual Report on Form 10-K. For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management’s Discussion of Critical Accounting Policies-Retirement Benefits" section of our most recently filed Annual Report on Form 10-K.

In addition to interest rate risk, our cash and cash equivalents and fiduciary fund investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board-approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash and fiduciary fund investments and will further restrict the portfolio as appropriate in response to market conditions. The majority of cash and fiduciary fund investments are invested in short-term bank deposits.

Foreign Currency Risk

The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 50% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expenses are in the functional currency of the foreign location. As such, under normal circumstances, the U.S. dollar translation of both the revenues and expenses, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tends to mitigate the impact on net operating income of foreign currency risk. However, there have been periods where the impact was not mitigated due to external market factors and events, such as the decision in the United Kingdom to exit the European Union. Similar macroeconomic events may result in greater foreign exchange rate fluctuations in the future. The Company estimates that a 10% movement of major foreign currencies (Euro, Sterling, Australian dollar and Canadian dollar) in the same direction against the U.S. dollar that held constant over the course of the year would increase or decrease full year net operating income by approximately $61 million. The Company has exposure to approximately 80 foreign currencies overall. If exchange rates at March 31, 2018 hold constant for the rest of 2018, the Company estimates the year-over-year impact from conversion of foreign currency earnings will increase full year net operating income by approximately $21 million.

In Continental Europe, the largest amount of revenue from renewals for the Risk & Insurance Services segment occurs in the first quarter.

Equity Price Risk

As discussed in Note 17 to the consolidated financial statements, effective January 1, 2018, the Company adopted a new accounting standard that requires equity investments with readily determinable market values to be measured at fair value with changes in fair value recognized in net income.

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The Company holds investments in both public and private companies as well as private equity funds, including investments of approximately $89 million that are valued using readily determinable fair values and approximately $59 million of investments without readily determinable fair values. The Company also has investments of approximately $424 million that are accounted for using the equity method, including the Company's investment in Alexander Forbes. The investments are subject to risk of decline in market value, which, if determined to be other than temporary for assets without readily determinable fair values, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.

As of March 31, 2018, the carrying value of the Company’s investment in Alexander Forbes was $286 million. As of March 31, 2018, the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the March 31, 2018 closing share price of 7.20 South African Rand per share, was approximately $269 million. The Company considered several factors in assessing its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. During the first quarter of 2018, the Alexander Forbes average opening and closing stock price was approximately 6.95 Rand (approximately 93% of the original purchase price) and ranged from a low of 6.31 Rand (in early February) to a high of 7.34 Rand (in late March) (approximately 84% to 98% of the purchase price). Based on its assessment of the factors discussed above, the Company determined the investment was not impaired.

Other

A number of lawsuits and regulatory proceedings are pending. See Note 15 ("Claims, Lawsuits and Other Contingencies") to the consolidated financial statements in this report.

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Item 4. Controls & Procedures.

a. Evaluation of Disclosure Controls and Procedures

Based on their evaluation, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) are effective.

b. Changes in Internal Control

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company implemented changes to certain of its processes and control activities related to the new revenue recognition standard that became effective January 1, 2018. These included procedures related to the evaluation of our contracts under the new five step revenue recognition model and gathering required disclosure information. The Company concluded such changes did not materially change its internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1.        Legal Proceedings.

In April 2017, the Financial Conduct Authority in the United Kingdom (the "FCA") commenced a civil competition investigation into the aviation insurance and reinsurance sector. In connection with that investigation, the FCA carried out an on-site inspection at the London office of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United Kingdom. The FCA indicated that it had reasonable grounds for suspecting that Marsh Limited and other participants in the market have been sharing competitively sensitive information within the aviation insurance and reinsurance broking sector.

In October 2017, the Company received a notice that the Directorate-General for Competition of the European Commission had commenced a civil investigation of a number of insurance brokers, including Marsh, regarding "the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area ("EEA"), as well as possible coordination between competitors." In light of the action taken by the European Commission, the FCA informed Marsh Limited at the same time that it has discontinued its investigation under U.K. competition law into the aviation insurance and reinsurance sector.

In July 2017, the Directorate-General for Competition of the European Commission together with the Irish Competition and Consumer Protection Commission conducted on-site inspections at the offices of Marsh and other industry participants in Dublin in connection with an investigation regarding the "possible participation in anticompetitive agreements and/or concerted practices contrary to [E.U. competition law] in the market for commercial motor insurance in the Republic of Ireland."

We are cooperating with these investigations and are conducting our own reviews. As these investigations are at early stages, we are unable to predict their likely timing, outcome or ultimate impact. There can be no assurance that the ultimate resolution of these or any related matters will not have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

We and our subsidiaries are also party to a variety of other legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business. Additional information regarding certain legal proceedings and related matters is set forth in Note 15 to the consolidated financial statements provided in Part I of this report is incorporated herein by reference.

Item 1A.     Risk Factors.

The Company and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017. If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Repurchases of Equity Securities

The Company repurchased approximately 3.0 million shares of its common stock for $250 million during the first quarter of 2018. In November 2016, the Board of Directors of the Company authorized the Company to repurchase up to $2.5 billion in shares of the Company's common stock, which superseded any prior authorizations. As of March 31, 2018, the Company remained authorized to repurchase up to approximately $1.3 billion in shares of its common stock. There is no time limit on the authorization.

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Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1-31, 2018	914,939	$	81.9726	914,939	$	1,465,752,817
February 1-28, 2018	1,112,801	$	82.3972	1,112,801	$	1,374,061,134
March 1-31, 2018	994,610	$	83.7597	994,610	$	1,290,752,864
Total	3,022,350	$	82.7171	3,022,350	$	1,290,752,864

Item 3.         Defaults Upon Senior Securities.

None.

Item 4.         Mine Safety Disclosure.

Not Applicable.

Item 5.         Other Information.

None.

Item 6.         Exhibits.

See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.

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SIGNATURES

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

Date:	April 27, 2018	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer
Date:	April 27, 2018	/s/ Stacy M. Mills
		Stacy M. Mills
		Vice President & Controller
		(Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Exhibit Name
4.1	Tenth Supplemental Indenture, dated as of March 1, 2018, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee
10.1	Form of Deferred Stock Unit Award, with grant dates from March 1, 2018 through February 1, 2019, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
10.2	Form of Restricted Stock Unit Award, dated as of February 21, 2018, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
10.3	Form of Performance Stock Unit Award, dated as of February 21, 2018, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
10.4	Form of Stock Option Award, dated as of February 21, 2018, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
10.5	Letter Agreement, effective as of July 5, 2017, between Marsh & McLennan Companies, Inc. and John Q. Doyle
10.6	Non-Competition and Non-Solicitation Agreement, dated as of February 25, 2016, between Marsh & McLennan Companies, Inc. and John Q. Doyle
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certifications
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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EX-4.1

Exhibit 4.1

MARSH & McLENNAN COMPANIES, INC.,

Issuer,

and

The Bank of New York Mellon,

Trustee

____________________

TENTH SUPPLEMENTAL INDENTURE

Dated as of March 1, 2018

____________________

$600,000,000 aggregate principal amount of 4.200% Senior Notes due 2048

TENTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2018 between MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”)

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee executed and delivered an Indenture, dated as of July 15, 2011 (the “Base Indenture” and, as supplemented hereby, the “Indenture”), to provide for the issuance by the Issuer from time to time of senior debt securities evidencing its unsecured indebtedness, to be issued in one or more series as provided in the Indenture;

WHEREAS, pursuant to a Board Resolution, the Issuer has authorized the issuance of a series of securities evidencing its senior indebtedness, consisting initially of $600,000,000 aggregate principal amount of 4.200% Senior Notes due 2048 (the “Original Notes” and, together with all the Additional Notes (as defined herein), if any, hereinafter referred to, the “Notes”);

WHEREAS, the entry into this Tenth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture;

WHEREAS, the Issuer desires to establish the terms of the Notes in accordance with Section 2.01 of the Indenture and to establish the form of the Notes in accordance with Section 2.02 of the Indenture; and

WHEREAS, all acts and requirements necessary to make this Tenth Supplemental Indenture a valid and legally binding indenture and agreement according to its terms have been done.

NOW, THEREFORE, for and in consideration of the premises, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:

ARTICLE 1

Section 1.01. Terms of Notes. The following terms relating to the Notes are hereby established:

(a)The Notes shall constitute a series of securities having the title “4.200% Senior Notes due 2048.”

(b)The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of,

#90583875v9

other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $600,000,000.

(c)The entire outstanding principal of the Notes shall be payable on March 1, 2048 plus any unpaid interest accrued to such date.

(d)The rate at which the Notes shall bear interest shall be 4.200% per annum; the date from which interest shall accrue on the Notes shall be March 1, 2018 or from the most recent Interest Payment Date to which interest has been paid; the Interest Payment Dates for the Notes on which interest will be payable shall be March 1 and September 1 in each year, beginning September 1, 2018; the regular record dates for the interest payable on the Notes on any Interest Payment Date shall be the February 15 or August 15 immediately preceding the applicable Interest Payment Date; and the basis upon which interest on the Notes shall be calculated shall be that of a 360‑day year consisting of twelve 30‑day months.

(e)(i)    The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer.

(ii)    The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:

(A)If the redemption date is prior to September 1, 2047 (the date that is six months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due if the Notes matured on September 1, 2047 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.

(B)If the redemption date is on or after September 1, 2047 (the date that is six months prior to the stated maturity date of the Notes), the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.

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2

(iii)     (A)    In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with Section 1.01(e)(i)-(ii) above, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note.

(B) Each such notice of redemption shall specify the amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes to be redeemed are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case the Notes are to be redeemed in part only, the notice shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.

(C) If the Trustee is to provide notice to the holders of the Notes in accordance with this Section 1.01(e)(iii), for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon, in the case of a partial redemption, the Notes to be redeemed will be selected in accordance with the procedures of the Depositary in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than $2,000.

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3

(D) The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section.

(E) Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part.

(F) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.

(iv)    As used herein:

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“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 September 1, 2047) 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 such Notes.

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“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) 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 Issuer.

“Reference Treasury Dealer” means (i) Citigroup Global Markets Inc. and its successors, (ii) Goldman Sachs & Co. LLC and its successors, (iii) Barclays Capital Inc. and its successors and (iv) HSBC Securities (USA) Inc. 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 the Issuer may specify from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Issuer 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.

With respect to Section 1.01(e)(ii)(A) above, the Trustee shall be entitled to conclusively rely upon the calculations of the Independent Investment Banker.

(f)The Notes shall be issuable in denominations equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof.

(g)The Trustee shall also be the security registrar and paying agent for the Notes.

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(h)Payments of the principal of and interest on the Notes shall be made in U.S. dollars, and the Notes shall be denominated in U.S. dollars.

(i)The holders of the Notes shall have no special rights in addition to those provided in the Indenture upon the occurrence of any particular events.

(j)The Notes shall not be subordinated to any other debt of the Issuer, and shall constitute senior unsecured obligations of the Issuer.

(k)The Notes shall be issued as a Global Security and The Depository Trust Company, New York, New York shall be the initial Depositary. The Notes are not convertible into shares of common stock or other securities of the Issuer.

Section 1.02.     Form of Note. The form of the Notes is attached hereto as Exhibit A.

Section 1.03.     Additional Notes. Subject to the terms and conditions contained herein, the Issuer may issue additional notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Original Notes (except as otherwise described in the form of the Notes), without the consent of the holders of the Original Notes then Outstanding. Any such Additional Notes will be a part of the series having the same terms as the Original 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. The aggregate principal amount of the Additional Notes, if any, shall be unlimited. The Original Notes and the Additional Notes, if any, of such series shall constitute one series for all purposes under this Tenth Supplemental Indenture, including, without limitation, amendments, waivers and redemptions.

Section 1.04. Amendment of Section 6.01(a)(i) of the Base Indenture. Solely for the purposes of the Notes, Section 6.01(a)(i) of the Base Indenture is hereby amended by replacing that section in its entirety with the following:

“the Company defaults in the payment of any installment of interest on the Notes (as defined in this Supplemental Indenture), as and when the same shall become due and payable, and continuance of such default for a period of 30 days; provided, however, that a valid extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto, shall not constitute a default in the payment of interest for this purpose.”

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ARTICLE 2

MISCELLANEOUS

Section 2.01. Definitions. Capitalized terms used but not defined in this Tenth Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

Section 2.02. Confirmation of Indenture. The Indenture, as heretofore supplemented and amended and as further supplemented and amended by this Tenth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this Tenth Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section 2.03. Concerning the Trustee. The Trustee assumes no duties, responsibilities or liabilities by reason of this Tenth Supplemental Indenture other than as set forth in the Indenture and, in carrying out its responsibilities hereunder, shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee makes no representations as to the validity or sufficiency of this Tenth Supplemental Indenture. The recitals herein are deemed to be those of the Issuer and not of the Trustee.

Section 2.04. Governing Law. This Tenth Supplemental Indenture, the Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York.

Section 2.05. Separability. In case any provision in this Tenth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.06. Counterparts. This Tenth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, this Tenth Supplemental Indenture has been duly executed by the Issuer and the Trustee as of the day and year first written above.

MARSH & McLENNAN COMPANIES, INC.
By:	/s/ Ferdinand Jahnel
	Name:	Ferdinand Jahnel
	Title:	Vice President & Treasurer

Attest: By:	/s/ Katherine J. Brennan
	Name: Katherine J. Brennan
	Title:	Deputy General Counsel, Chief Compliance Officer & Corporate Secretary

[Signature Page to the Tenth Supplemental Indenture]

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THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Laurence J. O'Brien
	Name:	Laurence J. O'Brien
	Title:	Vice President

[Signature Page to the Tenth Supplemental Indenture]

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Exhibit A

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THE SECURITIES AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE BASE INDENTURE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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Certificate No. [1/2]$[500,000,000/100,000,000]

CUSIP No. 571748 BD3

ISIN No. US571748BD35

MARSH & McLENNAN COMPANIES, INC.

4.200% Senior Notes due 2048

MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the “Issuer”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [FIVE HUNDRED MILLION DOLLARS/ONE HUNDRED MILLION DOLLARS] ($[500,000,000/100,000,000]) (which aggregate principal amount may from time to time be increased or decreased to such other aggregate principal amounts by adjustments made on the Schedule of Increases or Decreases in Global Security attached hereto) on March 1, 2048 and to pay interest on said principal sum from March 1, 2018 or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for semiannually on March 1 and September 1 of each year commencing September 1, 2018 at the rate of 4.200% per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360‑day year of twelve 30‑day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay). The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (hereafter defined), be paid to the person in whose name this Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment which shall be the February 15 or August 15 preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for (as defined in the Indenture, the “Defaulted Interest”) shall forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such Defaulted Interest, which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment, and not less than 10 days after

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the receipt by the Trustee of the notice of the proposed payment or at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Issuer by check mailed to the registered holder at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the registered holder of this Note is Cede & Co., the payment of the principal of (and premium, if any) and interest on this Note will be made at such place and to such account as may be designated by DTC.

The indebtedness evidenced by this Note is, to the extent provided in the Indenture, senior and unsecured and will rank in right of payment on parity with all other senior unsecured obligations of the Issuer.

This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid until the Certificate of Authentication hereon shall have been signed manually by or on behalf of the Trustee.

The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be executed.

Dated: March 1, 2018

MARSH & McLENNAN COMPANIES, INC.
By:
	Name:	Mark C. McGivney
	Title:	Chief Financial Officer
By:
	Name:	Ferdinand Jahnel
	Title:	Vice President & Treasurer

Attest: By:
	Name:	Katherine J. Brennan
	Title:	Deputy General Counsel , Chief Compliance Officer & Corporate Secretary

[Signature Page to Global Note]

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series of Notes described in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee

By_____________________________

Authorized Signatory

Dated:__________________________    

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ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby

sells, assigns and transfers to

_________________________________________________________________

(Insert Social Security number or other identifying number of assignee)

_________________________________________________________________

(Please print or typewrite name and address, including zip code of assignee)

_________________________________________________________________

the within Note of Marsh & McLennan Companies, Inc. and hereby does irrevocably constitute and appoint

_________________________________________________________________

Attorney to transfer said Note on the books of the within‑named Issuer with full power of substitution in the premises.

Dated:___________________    ___________________________________

___________________________________

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad‑15.

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever.

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

MARSH & McLENNAN COMPANIES, INC.

4.200% Senior Notes due 2048

The initial aggregate principal amount of this Global Security is $[500,000,000/100,000,000]. The following increases or decreases in this Global Security have been made:

No: _____

Date Principal Amount of this Global Security Notation Explaining Principal Amount Recorded Signature of authorized officer of Trustee or Depositary

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MARSH & McLENNAN COMPANIES, INC.

4.200% Senior Notes due 2048

This Note is one of a duly authorized series of Securities (referred to in the Base Indenture (hereafter defined)), of the Issuer (herein sometimes referred to as the “Notes”), all such Securities issued or to be issued in one or more series under and pursuant to an indenture (the “Base Indenture”), dated as of July 15, 2011 between the Issuer and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented in the case of the Notes by the Tenth Supplemental Indenture, dated as of March 1, 2018, between the Issuer and the Trustee (the Base Indenture, as so supplemented, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the holders of the Notes. This series of Notes is initially limited in aggregate principal amount as specified in said Tenth Supplemental Indenture. This series of Notes and any Additional Notes of this series shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The terms and conditions of this series of Notes and any Additional Notes of this series (other than the issue price, the date of issuance, the payment of interest accruing prior to the issue date of the Additional Notes and the first payment of interest following such issue date) shall be the same and shall bear the same CUSIP number.

The Notes may be redeemed in whole at any time or in part from time to time, at the option of the Issuer. The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the redemption date:

(a)If the redemption date is prior to September 1, 2047, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes that would be due if the Notes matured on September 1, 2047 to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.

(b)If the redemption date is on or after September 1, 2047, the Notes to be redeemed may be redeemed by the Issuer at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed.

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In case the Issuer shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes, the Issuer shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by transmitting a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption to such holders. Any notice that is delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received the notice. In any case, failure duly to give such notice to the holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note.

Each such notice of redemption shall specify the amount of Notes to be redeemed, the date fixed for redemption and the applicable Redemption Price at which the Notes are to be redeemed, and shall state that payment of the Redemption Price of such Notes to be redeemed will be made at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption will be paid as specified in said notice and, that from and after said date interest will cease to accrue; except that interest shall continue to accrue on any such Note or portion thereof with respect to which the Issuer defaults in the payment of such Redemption Price and accrued interest. If less than all the Notes are to be redeemed, the notice to the holders of the Notes to be redeemed in whole or in part shall specify the particular Notes to be redeemed. In case any Note is to be redeemed in part only, the notice that relates to such Note shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such security, a new Note in principal amount equal to the unredeemed portion thereof will be issued.

If the Trustee is to provide notice to the holders of the Notes as described herein, for a partial or full redemption, the Issuer shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed, and thereupon, in the case of a partial redemption, the Notes to be redeemed will be selected in accordance with the procedures of the Depositary in a manner that provides for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or integral multiples of $1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than $2,000.

The Issuer may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Notes for redemption and to give notice of redemption in the manner set forth in this Note, such notice to be in the name of the Issuer or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Issuer shall deliver or cause to be delivered

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to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions stated herein.

Subject to Section 2.11 of the Base Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed in part.

If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of the Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest on such Notes shall cease to accrue on and after the date fixed for redemption, unless the Issuer shall default in the payment of such Redemption Price and accrued interest.

The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of all of the series at the time Outstanding affected thereby (all such series voting together as a single class), as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby (i) extend the fixed maturity of any Securities, including the Notes, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby (all such series voting together as a single class), to waive any past default in the performance of any of the covenants contained in the Base Indenture, or established pursuant to the Base Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Securities, including the Notes, in which case, each such affected series voting as a separate class. Any such consent or waiver by the registered holder of this Note (unless revoked as provided in the Base Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in

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place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed.

The Issuer is subject to certain covenants contained in the Indenture with respect to, and for the benefit of the holders of, the Notes. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants contained in the Indenture or with respect to reports or other certificates filed under the Indenture; provided, however, that nothing herein shall relieve the Trustee of any obligations to monitor the Issuer’s timely delivery of all reports and certificates required under Section 5.03 of the Base Indenture and to fulfill its obligations under Article VII of the Indenture. If an Event of Default as defined in the Indenture with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

As provided in and subject to the provisions of the Indenture, the holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the holders of not less than 25% in principal amount of the Outstanding Notes (in the case of an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01 of the Base Indenture, each such series voting as a separate class, and in the case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of Section 6.01 of the Base Indenture, all affected series voting together as a single class) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity and the Trustee shall not have received from the holders of a majority in principal amount of the Notes at the time Outstanding (voting as provided in Section 6.04(b) of the Base Indenture) a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein.

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As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Security Register of the Issuer, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in the Borough of Manhattan, the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer or the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Issuer nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Issuer or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Notes are issuable only in registered form without coupons in authorized denominations. As provided in the Indenture and subject to certain limitations herein and therein set forth, Notes so issued are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the holder surrendering the same.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE NOTES INCLUDING THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

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Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused “CUSIP” numbers to be printed on the Notes as a convenience to the holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

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EX-10.1

Exhibit 10.1

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

DEFERRED STOCK UNIT AWARDS

WITH GRANT DATES FROM MARCH 1, 2018 THROUGH FEBRUARY 1, 2019

2018 Terms & Conditions - DSU (Off-Cycle)

TABLE OF CONTENTS

PAGE

I. BACKGROUND	1
II. AWARDS	1
A. General	1
1. Award Acceptance	1
2. Rights of Award Holders	1
3. Restrictive Covenants Agreement	1
B. Stock Units	2
1. General	2
2. Vesting	2
3. Dividend Equivalents	2
4. Delivery	2
C. Satisfaction of Tax Obligations	3
1. Personal Tax Advisor	3
2. U.S. Employees	3
3. Non-U.S. Employees	3
a. Stock Units and Dividend Equivalents	3
b. Withholding	3
III. EMPLOYMENT EVENTS	4
A. Death	4
B. Permanent Disability	4
C. Termination by the Company Other Than for Cause	4
1. General	4
2. Important Notes	4
a. Sale of Business Unit	4
b. Constructive Discharge	4
D. All Other Terminations	4
E. Date of Termination of Employment	4
F. Conditions to Vesting of Award Prior to [a] [the] Scheduled Vesting Date	4
1. Restrictive Covenants Agreement	4
2. Waiver and Release and Restrictive Covenants Agreement	5
G. Determination of Pro-Rata Vesting upon Termination of              Employment	5
H. Section 409A of the Code for Award Recipients Subject to U.S.              Federal Income Tax	5
IV. CHANGE IN CONTROL PROVISIONS	7
V. DEFINITIONS	7
VI. ADDITIONAL PROVISIONS	9
A. Additional Provisions - General	9
1. Administrative Rules	9
2. Amendment	9
3. Limitations	9

4. Cancellation or Clawback of Awards	9
5. Governing Law; Choice of Forum	9
6. Severability; Captions	10
7. Electronic Delivery and Acceptance	10
8. Waiver	10
B. Additional Provisions - Outside of the United States	10
1. Changes to Delivery	10
2. Amendment and Modification	10
VII. QUESTIONS AND ADDITIONAL INFORMATION	11

I. BACKGROUND

An award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The Award type, the number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award will be provided to you by Global & Executive Compensation and/or the stock plan service provider of the Company (as defined in Section V.B.). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”) and to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE] also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices, and the Plan will be referred to herein as the “Award Documentation”. As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II. AWARDS

A. General.

1. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award.

2. Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

3. Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award and you must execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III. Failure to timely execute the Restrictive Covenants Agreement by the date specified in the Grant Documentation or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.F.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company.

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B. Stock Units.

1. General. A deferred stock unit (“Stock Unit”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.

2. Vesting. Subject to your continued employment, [100% of the Stock Units will vest on the 15th of the month in which the [third] anniversary of the grant date of the Award occurs] [33 1/3% of the Stock Units will vest on the 15th of the month in which each of the [first, second and third]] anniversaries of the grant date of the Award occurs]]. [Each][The] date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is [a][the] “Scheduled Vesting Date.” In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.D.) prior to [a][the] Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.E.

3. Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “Dividend Equivalent”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. No further Dividend Equivalents will accrue on Stock Units that do not vest or are cancelled or forfeited. If a pro-rata amount of the outstanding unvested Stock Unit award is eligible to vest upon a termination of employment as described in Section III.C., the pro-rata calculation (as described in Section III.G.) will be applied to the Dividend Equivalents that have accrued on the Award as of the date of termination. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited as per a termination of employment event described in Section III.D.

4. Delivery.

a. Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting.

b. The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 60 days after vesting.

c. The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C.

d. Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to

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whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries’ or affiliates’ obligations under the Award.

e. Notwithstanding the foregoing,additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.H.

C. Satisfaction of Tax Obligations.

1. Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

2. U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

3. Non-U.S. Employees.

a. Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or upon delivery of cash in respect of a Dividend Equivalent.

b. Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions, and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer will, to the extent permissible under applicable law or otherwise agreed between you and the Marsh & McLennan Companies and/or your employer, retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.

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III. EMPLOYMENT EVENTS

A. Death. In the event your employment is terminated because of your death, all of the unvested Stock Units that are outstanding as of the date of your death will fully vest and will be distributed as described in Section II.B.4.

B. Permanent Disability. Upon the occurrence of your Permanent Disability, the unvested Stock Units will fully vest and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.1.

C. Termination by the Company Other Than for Cause.

1. General. Except as otherwise provided in Section IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause (as defined in Section V.A.), the unvested Stock Units will vest at such termination of employment on a pro-rata basis as described in Section III.G. and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section III.F.2.

2. Important Notes.

a. Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.

b. Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

D. All Other Terminations. For all other terminations of employment not described in Sections III.A. through C. or Section IV. (including, but not limited to, a termination by the Company for Cause or a resignation by you of your employment with the Company), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.E.

E. Date of Termination of Employment. For the avoidance of doubt, for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.G., your employment will be treated as having terminated on your last day of employment with the Company.

F. Conditions to Vesting of Award Prior to [a][the] Scheduled Vesting Date.

1. Restrictive Covenants Agreement. In the event of the occurrence of your Permanent Disability as described in Section III.B., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh &

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McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B., or (b) comply with the Restrictive Covenants Agreement, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

2. Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.C., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

G. Determination of Pro-Rata Vesting upon Termination of Employment.

The number of Stock Units and accrued Dividend Equivalents that vest on a pro-rata basis upon your termination of employment will be determined using the following formula:

where

A =     the number of Stock Units/accrued Dividend Equivalents covered by the Award;

B =    the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.E.;

C =    the number of days in the period beginning on the grant date of the Award and ending on the [last] Scheduled Vesting Date; and

D =    the number of Stock Units/accrued Dividend Equivalents that have previously vested.

H. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.).

1. For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.E.). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”) intends to administer the Award in accordance with Section 409A of the Code and reserves the right to

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make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code.

2. Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to the Company in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the average level of services that you provided to the Company in the preceding 36 months (or shorter period of service if, for example, your total service with the Company is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.

3. Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code) no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.

4. Nothing in this Section III.H. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law.

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IV. CHANGE IN CONTROL PROVISIONS

A. Upon the occurrence of a “Change in Control”, as defined in the Plan, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2. and subject to earlier vesting or forfeiture pursuant to Section III., provided that the Award will become fully vested at your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.C.), during the 24-month period following such Change in Control and will be distributed as described in Section II.B.4., provided that you satisfy the conditions to vesting described in Section IV.B. Notwithstanding the foregoing, if the Award is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Award will fully vest immediately prior to the Change in Control and will be distributed as described in Section II.B.4.

B. As a condition to vesting of any unvested portion of the Award, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, if applicable, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

V. DEFINITIONS

As used in these Terms and Conditions:

A. “Cause” shall mean:

1. willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

2. willful violation of any written Company policies including, but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good;

3. commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

4. unlawful use (including being under the influence) or possession of illegal drugs;

5. any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or

6. any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

B. “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.

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C. “Good Reason” shall mean any one of the following events without your written consent:

1. material reduction in your base salary;

2. material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

3. material diminution of your duties, responsibilities or authority; or

4. relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control;

provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

D. “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

E. “Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation).

F. Additional Definitions.

The terms below are defined on the following pages:

Award    1

Award Documentation    1

Change in Control    7

Committee    5

Common Stock    1

Country-Specific Notices    1

Dividend Equivalent    2

Employing Company    4

Marsh & McLennan Companies    1

Plan    1

Restrictive Covenants Agreement    1

Scheduled Vesting Date    2

Stock Unit    2

Terms and Conditions    1

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VI. ADDITIONAL PROVISIONS

A. Additional Provisions—General

1. Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation and Grant Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

2. Amendment. The Committee may, in its sole discretion, amend the terms of the Award,including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.

3. Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.

4. Cancellation or Clawback of Awards.

a. Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation or Grant Documentation, cancel, reduce or require reimbursement of the Award.

b. If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

5. Governing Law; Choice of Forum.The Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of

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the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6. Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.

7. Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.

8. Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.

B. Additional Provisions—Outside of the United States

1. Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.

2. Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

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VII. QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or if you would like an account statement detailing the number of shares of Common Stock covered by the Award and the vesting date(s) of the Award, or any other information, please contact:

Global & Executive Compensation

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036‑2774

United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

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IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices and Restrictive Covenants Agreement (if applicable) by the date and in the manner specified in materials provided to you by Global & Executive Compensation and/or the Company’s stock plan service provider. If you decline the Award or you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.

/s/Laurie Ledford

Laurie Ledford

SVP, Chief Human Resources Officer

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EX-10.2

Exhibit 10.2

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

RESTRICTED STOCK UNIT AWARDS

GRANTED ON [DATE], 2018

TABLE OF CONTENTS

PAGE

I. BACKGROUND	1
II. AWARDS	1
A. General	1
1. Award Acceptance	1
2. Rights of Award Holders	1
3. Restrictive Covenants Agreement	1
B. Stock Units	2
1. General	2
2. Vesting	2
3. Dividend Equivalents	2
4. Delivery	2
C. Satisfaction of Tax Obligations	3
1. Personal Tax Advisor	3
2. U.S. Employees	3
3. Non-U.S. Employees	3
a. Stock Units and Dividend Equivalents	3
b. Withholding	3
III. EMPLOYMENT EVENTS	4
A. Death	4
B. Permanent Disability	4
C. Termination by You Outside the European Union - Age and Service         Treatment	4
D. Termination by You Within the European Union - Retirement Treatment	5
E. Termination by the Company Other Than for Cause	5
1. General	5
2. Prior Satisfaction of Age and Service Criteria for Full Vesting	6
3. Important Notes	6
a. Sale of Business Unit	6
b. Constructive Discharge	6
F. All Other Terminations	6
G. Date of Termination of Employment	6
H. Conditions for All or a Portion of the Award to Remain Outstanding         Following a Termination of Employment	7
1. Restrictive Covenants Agreement	7
2. Waiver and Release and Restrictive Covenants Agreement	7
I. Determination of Pro-Rata Calculation upon Termination of       Employment	8
J. Section 409A of the Code for Award Recipients Subject to U.S.        Federal Income Tax	8
IV. CHANGE IN CONTROL PROVISIONS	11
V. DEFINITIONS	12

VI. ADDITIONAL PROVISIONS	14
A. Additional Provisions - General	14
1. Administrative Rules	14
2. Amendment	14
3. Limitations	14
4. Cancellation or Clawback of Awards	14
5. Governing Law; Choice of Forum	15
6. Severability; Captions	15
7. Electronic Delivery and Acceptance	15
8. Waiver	15
B. Additional Provisions - Outside of the United States	15
1. Changes to Delivery	15
2. Amendment and Modification	16
VII. QUESTIONS AND ADDITIONAL INFORMATION	16

I.    BACKGROUND

An award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The Award type, the number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award will be provided to you by Global & Executive Compensation and/or the stock plan service provider of the Company (as defined in Section V.D.). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”) and to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices and the Plan will be referred to herein as the “Award Documentation”. As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II.    AWARDS

A.    General.

1. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award.

2. Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights).

3. Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and be in compliance with the Restrictive Covenants Agreement in order for the Award to become distributable to you whether or not you are employed by the Company at that time. Failure to timely execute the Restrictive Covenants Agreement by the date specified by the Company or failure to timely execute

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or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.H.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company.

B.    Stock Units.

1. General. A restricted stock unit (“Stock Unit”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.

2. Vesting. Subject to your continued employment, 33-1/3% of the Stock Units will vest on [DATE] of [YEAR], [YEAR] and [YEAR]. Each date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is a “Scheduled Vesting Date.” In the event of your termination of employment, the occurrence of your Permanent Disability (as defined in Section V.H.) or the occurrence of a “Change in Control” (as defined in the Plan) prior to a Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. or Section IV., as applicable. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.G.

3. Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a “Dividend Equivalent”) will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. No further Dividend Equivalents will accrue on Stock Units that do not vest or are cancelled or forfeited. If a pro-rata amount of the outstanding unvested Stock Unit award is eligible to vest upon a termination of employment event as described in Section III.C.1, III.D and III.E.1, the pro-rata calculation (as described in Section III.I) will be applied to the Dividend Equivalents that have accrued on the Award as of the date of termination. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited as per a termination of employment event described in Section III.F.

4. Delivery.

a. Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable following the Scheduled Vesting Date, and in no event later than 60 days following the Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B.

b. The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after delivery of the shares of Common Stock

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described in II.B.4.a above, and in no event later than 60 days following the Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B.

c. The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C.

d. Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries’ or affiliates’ obligations under the Award.

e. Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.J.

C.    Satisfaction of Tax Obligations.

1. Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

2. U.S. Employees. Applicable employment taxes are required by law to be withheld when a Stock Unit or Dividend Equivalent vests. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of Stock Units or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

3. Non-U.S. Employees.

a. Stock Units and Dividend Equivalents. In most countries, the value of a Stock Unit or Dividend Equivalent is generally not taxable on the grant date. If the value of the Stock Unit or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the Stock Unit that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the Stock Unit or upon delivery of cash in respect of a Dividend Equivalent.

b. Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction,

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including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer will, to the extent permissible under applicable law or otherwise agreed between you and the Marsh & McLennan Companies and/or your employer, retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.

III.    EMPLOYMENT EVENTS

A. Death. In the event your employment is terminated because of your death, all of the unvested Stock Units that are outstanding as of the date of your death will fully vest and will be distributed within 60 days following such date.

B. Permanent Disability. Upon the occurrence of your Permanent Disability, all of the unvested Stock Units that are outstanding as of the occurrence of your Permanent Disability will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1.

For the avoidance of doubt, if the occurrence of your Permanent Disability occurs on a Scheduled Vesting Date, distribution will occur as soon as practicable following such Scheduled Vesting Date as described in Section II.B.4.

C. Termination by You Outside of the European Union – Age and Service Treatment. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) or the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union (as defined in V.F.), then:

1. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting but not the Age and Service Criteria for Full Vesting, upon such termination of employment, a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled.

2. If you have satisfied the Age and Service Criteria for Full Vesting, upon such termination of employment, all of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding and be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.1.

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For the avoidance of doubt, for purposes of each of Sections III.C.1. and 2., if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur as soon as practicable following such Scheduled Vesting Date as described in Section II.B.4. For the further avoidance of doubt, Section III.E. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.C.).

D. Termination by You Within the European Union - Retirement Treatment. Provided you have a minimum of five years of service with the Company on or before you terminate employment, you will be eligible to apply for retirement treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.I.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then upon your termination of employment a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) until the later to occur of the next Scheduled Vesting Date or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, and will be distributed as soon as practicable, and in no event later than 60 days thereafter; provided that you have satisfied the conditions described in Section III.H.1. Prior to distribution, Marsh & McLennan Companies in its sole discretion may ask you to reaffirm the existence of the facts and factors upon which the determination to provide retirement treatment was made. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, Section III.E.1. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause. For the further avoidance of doubt, if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur within 60 days following such Scheduled Vesting Date (or, if later, within 60 days following the determination by the Retirement Treatment Committee that you are eligible for retirement treatment).

E.    Termination by the Company Other Than for Cause.

1. General. Except as otherwise provided in Sections III.E.2. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding (as described in Section III.I) and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4., provided that you have satisfied the conditions described in Section III.H.2. The portion of the unvested Stock Units that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, this Section III.E.1. shall apply regardless of whether you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria

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for Pro-Rata Vesting on or before your termination of employment by the Company.

2. Prior Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, and on or before your termination of employment you satisfy the Age and Service Criteria for Full Vesting, all of the unvested Stock Units that are outstanding as of such termination of employment will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section III.H.2. For the avoidance of doubt, this section III.E.2. shall not apply (and rather Section III.E.1. shall apply) if you are determined by the Company, in its sole discretion, to be employed within the European Union.

For the avoidance of doubt, if your termination of employment occurs on a Scheduled Vesting Date, distribution will occur as soon as practicable following such Scheduled Vesting Date as described in Section II.B.4.

3. Important Notes.

a. Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.

b. Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

F. All Other Terminations. For all other terminations of employment not described in Sections III.A. through E. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C., or your resignation without meeting the minimum service requirement or without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.G.

G. Date of Termination of Employment. For the avoidance of doubt, for purposes of determining vesting under Section II.B.2. and the number of unvested Stock Units that vest on a pro-rata basis as described in Section III.I., your employment will be treated as having terminated on your last day of employment with the Company.

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H. Conditions for All or a Portion of the Award to Remain Outstanding Following a Termination of Employment

1. Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C. or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.D., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C. and no later than 60 days following vesting if your termination of employment is pursuant to Section III.D., or (b) comply with the Restrictive Covenants Agreement or to continue to be in compliance with the Restrictive Covenants Agreement as of the delivery date (as described in Section II.B.4.) or, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

2. Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.E., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or continue to be in compliance with the applicable agreement as of the delivery date (as described in Section II.B.4.) and, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

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I. Determination of Pro-Rata Calculation upon Termination of Employment.

The pro-rata portion of the unvested Stock Units and accrued Dividend Equivalents that are outstanding as of a termination of employment that will become distributable under certain circumstances described in Section III. will be determined using the following formula:

where

A = the number of Stock Units/accrued Dividend Equivalents covered by the Award;

B = the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.G;

C = the number of days in the period beginning on the grant date of the Award and ending on the last Scheduled Vesting Date; and

D = the number of Stock Units/accrued Dividend Equivalents that have previously vested.

J. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.).

1. For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.J.). The Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”) intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code.

2. Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are

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no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to the Company in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the average level of services that you provided to the Company in the preceding 36 months (or shorter period of service if, for example, your total service with the Company is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.

3. Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.

4. Notwithstanding any other provision herein other than Section III.J.6., (and any Dividend Equivalents payable with respect to the Stock Units)

a. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting at any time prior to [DATE] and you do not satisfy the Age and Service Criteria for Full Vesting at any time prior to [DATE], then for each Scheduled Vesting Date following the date that you satisfy the Age and Service Criteria for Pro-Rata Vesting, shares of Common Stock and/or cash pursuant to Section II.B.4. will be delivered by March 15 of the year in which the Scheduled Vesting Date occurs.

b. If you first satisfy the Age and Service Criteria for Full Vesting in calendar year [YEAR], then shares of Common Stock and/or cash pursuant to Section II.B.4. with respect to the [DATE] Scheduled Vesting Date will be delivered by [DATE].

c. If your employment is terminated on or after March 1 but on or before December 31 in any year pursuant to Section III.B. (Permanent Disability), C.1. (Age and Service Pro-rata Vesting), or E. (Termination Other Than for Cause), then shares of Common Stock and/or cash

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pursuant to Section II.B.4. will be delivered by March 15 of the year following the year of such termination.

5. Notwithstanding any provision herein, for distributions of Stock Units or cash attributable to such Stock Units that are subject to one or more Employment-Related Actions (as defined in Section V.E.) where you have not satisfied, and would not satisfy, the Age and Service Criteria for Full Vesting prior to [DATE]:

a. With respect to Stock Units, no later than March 15^th of the year following the year in which the substantial risk of forfeiture (as determined under Section 409A of the Code) (the “Substantial Risk of Forfeiture”) lapses with respect to such Stock Units, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

b. With respect to a cash payment attributable to Stock Units, to the extent that such payment will not be made by March 15^th of the year following the year in which the Substantial Risk of Forfeiture lapses with respect to such payment, such payment shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such March 15^th and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.

6. Notwithstanding any provision herein, with respect to distributions of Stock Units or cash attributable to such Stock Units (i) where you have satisfied or would satisfy the Age and Service Criteria for Full Vesting prior to [DATE] and (ii) where such distributions are subject to one or more Employment-Related Actions:

a. With respect to Stock Units, no later than December 31^st of the year in which Scheduled Vesting Date occurs, shares of Common Stock underlying such Stock Units shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

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b. With respect to a cash payment attributable to Stock Units, to the extent any such payment will not be made by December 31^st of the year in which the Scheduled Vesting Date occurs, any payment that relates to such Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such December 31^st and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.

7. Nothing in this Section III.J. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law.

IV.    CHANGE IN CONTROL PROVISIONS

A. Upon the occurrence of a Change in Control, the Award will continue to vest in accordance with the vesting schedule specified in Section II.B.2., subject to earlier vesting or forfeiture pursuant to Section III.; provided that upon your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in V.G.), during the 24-month period following such Change in Control, all unvested Stock Units that are outstanding as of your termination of employment will remain outstanding and will be distributed as soon as practicable following the next Scheduled Vesting Date as described in Section II.B.4.; provided that you have satisfied the conditions described in Section IV.B. Notwithstanding the foregoing, if the Stock Units are not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Stock Units will fully vest immediately prior to the Change in Control and will be distributed as soon as practicable following vesting and in no event later than 60 days following vesting.

B. In the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement and be in compliance with the agreement, if applicable, as of the delivery date as described in II.B.4., will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

C. For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your

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termination of employment you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Section III.C., or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D., any unvested Stock Units covered by the Award will be treated as described in this Section IV.; provided that you have satisfied the conditions described in Section IV.B.

V.    DEFINITIONS

As used in these Terms and Conditions:

A. “Age and Service Criteria for Full Vesting” shall mean you are at least age 65 and have a minimum of one year of service with the Company. For the avoidance of doubt, Age and Service Criteria for Full Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.

B. “Age and Service Criteria for Pro-Rata Vesting” shall mean you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For the avoidance of doubt, Age and Service Criteria for Pro-Rata Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.

C. “Cause” shall mean:

1. willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

2. willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good;

3. commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

4. unlawful use (including being under the influence) or possession of illegal drugs;

5. any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or

6. any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

D. “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.

E. “Employment-Related Action” shall mean the execution and effectiveness of a release of claims and/or a restrictive covenant.

F. “European Union” shall include all member states and the United Kingdom, if the United Kingdom leaves the European Union.

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G. “Good Reason” shall mean any one of the following events without your written consent:

1. material reduction in your base salary;

2. material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

3. material diminution of your duties, responsibilities or authority; or

4. relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

H. “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

I. “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.

J. “Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation).

K. Additional Definitions.

The terms below are defined on the following pages:

Award    1

Award Documentation    1

Change in Control    2

Committee    8

Common Stock    1

Country-Specific Notices    1

Dividend Equivalent    2

Employing Company    6

Marsh & McLennan Companies    1

Plan    1

Restrictive Covenants Agreement    1

Scheduled Vesting Date    2

Stock Unit    2

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Substantial Risk of Forfeiture    10

Terms and Conditions    1

VI.    ADDITIONAL PROVISIONS

A. Additional Provisions—General

1. Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

2. Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.

3. Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.

4. Cancellation or Clawback of Awards.

a. Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation, cancel, reduce or require reimbursement of the Award.

b. If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

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5. Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6. Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.

7. Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.

8. Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.

B. Additional Provisions—Outside of the United States

1. Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock or in shares of Common Stock instead of cash, in an amount equivalent to the value of the Award on the date of vesting after payment of applicable taxes and fees, or, delivering or paying out the Award as soon as practicable following a termination of employment. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of

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the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.

2. Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations, and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII.    QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or if you would like an account statement detailing the number of shares of Common Stock covered by the Award and the vesting date(s) of the Award, or any other information, please contact:

Global & Executive Compensation
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
United States of America

Telephone Number: +1 212 345-9722

Facsimile Number: +1 212 948-8481

Email: mmc.compensation@mmc.com

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IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices and Restrictive Covenants Agreement (if applicable) by the date and in the manner specified in materials provided to you by Global & Executive Compensation and/or the Company’s stock plan service provider. If you decline the Award or you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.

/s/Laurie Ledford

Laurie Ledford

SVP, Chief Human Resources Officer

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EX-10.3

Exhibit 10.3

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

PERFORMANCE STOCK UNIT AWARDS

GRANTED ON [DATE], 2018

TABLE OF CONTENTS

PAGE

I. BACKGROUND	1
II. AWARDS	1
A. General	1
1. Award Acceptance	1
2. Rights of Award Holders	1
3. Restrictive Covenants Agreement	1
B. Performance Stock Units	2
1. General	2
2. Vesting	2
3. Dividend Equivalents	2
4. Delivery	3
C. Satisfaction of Tax Obligations	3
1. Personal Tax Advisor	3
2. U.S. Employees - Performance Stock Units and Dividend        Equivalents	3
3. Non-U.S. Employees	4
III. EMPLOYMENT EVENTS	4
A. Death	4
B. Permanent Disability	4
C. Termination by You Outside the European Union - Age and Service         Pro-Rata Vesting	5
D. Termination by You Outside of the European Union - Age and Service        Full Vesting	5
E. Termination by You Within the European Union - Retirement Treatment	5
F. Termination by the Company Other Than for Cause	6
1. Treatment of Performance Stock Units	6
2. Important Notes	7
G. All Other Terminations	7
H. Date of Termination of Employment	7
I. Conditions for All or a Portion of an Award to Remain Outstanding      Following a Termination of Employment	7
1. Restrictive Covenants Agreement	7
2. Waiver and Release and Restrictive Covenants Agreement	8
J. Determination of Pro-Rata Calculation upon Termination of Employment	8
K. Section 409A of the Code for Award Recipients Subject to U.S.         Federal Income Tax	9
IV. CHANGE IN CONTROL PROVISIONS	11
A. Treatment of Performance Stock Units	11
1. General	11
2. Awards Not Assumed	11
3. Calculation of Shares Distributable with Respect to PSUs	11
B. Waiver and Release	11
C. Other Matters	12

V. DEFINITIONS	12
VI. ADDITIONAL PROVISIONS	14
A. Additional Provisions - General	14
1. Administrative Rules	14
2. Amendment	14
3. Limitations	14
4. Cancellation or Clawback of Awards	15
5. Governing Law; Choice of Forum	15
6. Severability; Captions	15
7. Electronic Delivery and Acceptance	15
8. Waiver	15
B. Additional Provisions - Outside of the United States	16
1. Changes to Delivery	16
2. Amendment and Modification	16
VII. QUESTIONS AND ADDITIONAL INFORMATION	16

I.    BACKGROUND

A Performance Share Unit award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award will be provided to you by Global & Executive Compensation and/or the stock plan service provider of the Company (as defined in Section V.E.). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”) and to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices and the Plan will be referred to herein as the “Award Documentation”. As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II.    AWARDS

A. General.

1. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award.

2. Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and cash or shares of Common Stock, as applicable, have been delivered to you in accordance with the Award Documentation, you have only the rights of a general unsecured creditor of Marsh & McLennan Companies. Unless and until shares of Common Stock have been delivered to you, you have none of the rights of ownership to such shares (e.g., units cannot be used as payment for stock option exercises; units may not be transferred or assigned; units have no voting rights, etc.).

3. Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and be in compliance with the Restrictive Covenants Agreement in order for the Award to become distributable to you whether or not

1

you are employed by the Company at that time. Failure to timely execute the Restrictive Covenants Agreement by the date specified by the Company or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in Section III.I.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company.

B. Performance Stock Units.

1. General. A performance stock unit (“PSU”) represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, a minimum of zero (0) and up to a maximum of two (2) shares of Common Stock after vesting, depending on the achievement, as determined by the Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the “Committee”), of the financial performance objectives established by the Committee for the Performance Period (as defined in Section V.I.). In the event of your termination of employment or occurrence of your Permanent Disability (as defined in Section V.J.) prior to the PSU Scheduled Vesting Date (defined below), the number of shares of Common Stock deliverable in respect of a PSU shall be determined as provided in Sections III. and IV.A.3.

2. Vesting. Subject to your continued employment, the PSUs are scheduled to vest on [DATE] (the “PSU Scheduled Vesting Date”). In the event of your termination of employment, the occurrence of your Permanent Disability or a Change in Control (as defined in Section V.D.) prior to the PSU Scheduled Vesting Date, your right to the PSUs will be determined in accordance with Section III. or Section IV., as applicable. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.B.2. will be determined in accordance with Section III.H.

3. Dividend Equivalents. A payment will be made that is equal to the dividend payment (if any) that would have been made, on each dividend record date that occurs on or after the date of grant while the PSUs are outstanding, in respect of the number of shares of Common Stock that is determined under Section II.B.1 to be delivered in respect of vested PSUs (a “Dividend Equivalent”). Dividend Equivalents will vest when the PSUs, in respect of which such Dividend Equivalents were calculated, vest. Prior to the determination described in Section II.B.1, for each outstanding PSU, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. No further dividend equivalents will accrue on PSUs that do not vest or are cancelled or forfeited. If a pro-rata amount of the outstanding unvested PSUs is eligible to vest upon a termination of employment as described in Section III.C, III.E and III.F, the pro-rata calculation applied to the outstanding PSUs described in Section III.J will be applied to the dividend equivalents that have accrued on the Award as of the date of termination. Accrued dividend equivalents will not be paid, and no further dividend equivalents will accrue, on PSUs that do not vest or are cancelled or forfeited as described in Section III.G.

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4. Delivery.

a. Shares of Common Stock deliverable, if any, in respect of the PSUs covered by the Award that vest on the PSU Scheduled Vesting Date shall be delivered to you as soon as practicable following the PSU Scheduled Vesting Date, and in no event later than 60 days following the PSU Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B.

b. The value of vested Dividend Equivalents that vest on the PSU Scheduled Vesting Date will be delivered to you in cash as soon as practicable after delivery of the shares of Common Stock described in II.B.4.a. above, and in no event later than 60 days following the PSU Scheduled Vesting Date, except as otherwise provided in Sections III., IV., and VI.B.

c. The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C.

d. Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge the Company’s obligations under the Award.

e. Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.K.

C. Satisfaction of Tax Obligations.

1. Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

2. U.S. Employees - Performance Stock Units and Dividend Equivalents. Applicable employment taxes are required by law to be withheld when a PSU or Dividend Equivalent vests, or, if later, when the number of shares of Common Stock deliverable in respect of a PSU (or the amount of cash payable in respect of a Dividend Equivalent corresponding to a PSU) is determined. Applicable income taxes are required by law to be withheld when shares of Common Stock in respect of PSUs or cash in respect of Dividend Equivalents are delivered to you. A sufficient number of whole shares of Common Stock, cash or other property, as applicable, will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation.

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3. Non-U.S. Employees.

a. Performance Stock Units and Dividend Equivalents. In most countries, the value of a PSU or Dividend Equivalent is generally not taxable on the grant date. If the value of the PSU or Dividend Equivalent is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon delivery of a share of Common Stock in respect of the PSU that vests, and/or the subsequent sale of the share of Common Stock received in connection with the vesting of the PSU, or upon delivery of cash in respect of a Dividend Equivalent.

b. Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer will, to the extent permissible under applicable law or otherwise agreed between you and the Marsh & McLennan Companies and/or your employer, retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.

III.     EMPLOYMENT EVENTS

A. Death.

In the event your employment is terminated because of your death, all of the unvested PSUs that are outstanding as of the date of your death will fully vest and will be distributed within 60 days following such date. The Performance Period will be deemed to have ended on December 31 of the year immediately preceding the date of your death, and the number of shares of Common Stock distributable in respect of the PSUs will be determined in accordance with Section II.B.1.; provided that, in the event that your death occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU.

B. Permanent Disability.

Upon the occurrence of your Permanent Disability, all of the unvested PSUs that are outstanding as of the occurrence of your Permanent Disability will remain outstanding until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.1.; and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1.

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C. Termination by You Outside of the European Union - Age and Service Pro-Rata Vesting. If you have satisfied the Age and Service Criteria for Pro-Rata Vesting (as defined in Section V.B.) but do not satisfy the Age and Service Criteria for Full Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside the European Union (as defined in V.G.), then this Section III.C. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.C.).

Upon such termination of employment, a pro-rata portion of the unvested PSUs that are outstanding as of such termination of employment will remain outstanding (as described in Section III.J.) until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.1., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. The portion of the unvested PSUs that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled.

D. Termination by You Outside of the European Union - Age and Service Full Vesting. If you have satisfied the Age and Service Criteria for Full Vesting on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union, then this Section III.D. shall apply. For the avoidance of doubt, Section III.F. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause.

Upon such termination of employment, all of the unvested PSUs that are outstanding as of such termination of employment will remain outstanding until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.1., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1.

E. Termination by You Within the European Union - Retirement Treatment. Provided you have a minimum of five years of service with the Company on or before you terminate employment, you will be eligible to apply for retirement treatment. If you are determined by the Retirement Treatment Committee (as defined in Section V.K.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then this Section III.E. shall apply. Prior to distribution, Marsh & McLennan Companies, in its sole discretion, may ask you to reaffirm the existence of the facts and factors upon which the determination to provide retirement treatment was made. For the avoidance of doubt, Section III.F.

5

will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause.

Upon your termination of employment, a pro-rata portion of the unvested PSUs that are outstanding as of such termination of employment will remain outstanding (as described in Section III.J.) until the later to occur of the PSU Scheduled Vesting Date or the determination by the Retirement Treatment Committee that you are eligible for retirement treatment, and will be distributed as soon as practicable, and in no event later than 60 days, thereafter; provided that you have satisfied the conditions described in Section III.I.1., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. The portion of the unvested PSUs that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled.

F. Termination by the Company Other Than for Cause.

1. Treatment of Performance Stock Units.

a. General. Except as otherwise provided in Sections III.F.1.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, a pro-rata portion of the unvested PSUs that are outstanding as of such termination of employment will remain outstanding (as described in Section III.J.) until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.2., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. The portion of the unvested PSUs that does not remain outstanding pursuant to this paragraph will be forfeited and cancelled. For the avoidance of doubt, this Section III.F.1.a. shall apply regardless of whether you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment or you have satisfied the Age and Service Criteria for Pro-Rata Vesting on or before your termination of employment by the Company.

b. Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Full Vesting. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Full Vesting, all unvested PSUs that are outstanding as of such termination of employment will remain outstanding until the PSU Scheduled Vesting Date and will be distributed as soon as practicable following the PSU Scheduled Vesting Date as described in Section II.B.4; provided that you have satisfied the conditions described in Section III.I.2., and provided further that the number of shares of Common Stock distributable in respect of such PSUs will be determined in accordance with Section II.B.1. For the avoidance of doubt, this Section III.F.1.b. shall not apply (and rather Section III.F.1.a. shall apply) if you are determined by the Company, in its sole discretion, to be employed within

6

the European Union.

2. Important Notes.

a. Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.

b. Constructive Discharge. The Award will not vest, whether on a pro-rata or full basis, upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

G. All Other Terminations. For all other terminations of employment not described in Sections III.A. through F. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Pro-Rata Vesting as described in Section III.C., your resignation without having satisfied the Age and Service Criteria for Full Vesting as described in Section III.D., or your resignation without meeting the minimum service requirement or without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.H.

H. Date of Termination of Employment.

For the avoidance of doubt, for purposes of determining vesting under Section II.B.2. and the number of unvested PSUs that vest on a pro-rata basis as described in Section III.J., your employment will be treated as having terminated on your last day of employment with the Company.

I. Conditions for All or a Portion of an Award to Remain Outstanding Following a Termination of Employment.

1. Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D., respectively, or (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.E, you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of

7

your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C.or III.D., and no later than 60 days following the determination that you are eligible for retirement treatment if your termination of employment is pursuant to III.E., or (b) comply with the Restrictive Covenants Agreement or to continue to be in compliance with the Restrictive Covenants Agreement as of the delivery date for Performance Stock Units (as described in Section II.B.4.) or, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

2. Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.F., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or failure to continue to be in compliance with the applicable agreement as of the delivery date for Performance Stock Units (as described in Section II.B.4.) and, at the Company’s discretion, to reaffirm compliance prior to the delivery date, will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

J. Determination of Pro-Rata Calculation upon Termination of Employment.

The pro-rata portion of the unvested PSUs and accrued dividend equivalents that are outstanding as of a termination of employment that will become distributable under certain circumstances described in Section III. will be determined using the following formula:

where

A =     the number of PSUs/accrued dividend equivalents covered by the Award;

B =    the number of days in the period beginning on the grant date of the Award and ending on the date of your termination of employment, as determined in accordance with Section III.H;

C =    the number of days in the period beginning on the grant date of the Award and ending on the PSU Scheduled Vesting Date, as applicable; and

D =    the number of PSUs/accrued dividend equivalents that have previously vested.

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K. Section 409A of the Code for Award Recipients Subject to U.S. Federal Income Tax (whether or not the recipient is a U.S. citizen or employed in the U.S.).

1. For Award recipients subject to U.S. federal income tax, notwithstanding any other provision herein, the Award may be subject to additional restrictions to ensure compliance with (or continued exemption from) the requirements of Section 409A of the Code (as defined in Section V.L.). The Committee intends to administer the Award in accordance with Section 409A of the Code and reserves the right to make changes in the terms or operations of the Award (including changes that may have retroactive effect) deemed necessary or desirable to comply with Section 409A of the Code. This means, for example, that the timing of distributions may be different from those described in the Award Documentation that do not reflect Section 409A of the Code. If the Award is not in compliance with Section 409A of the Code, you may be subject to immediate taxation of all unpaid awards under the Plan that are subject to Section 409A of the Code at your regular federal income tax rate, plus a 20% additional tax, plus interest at the underpayment rate plus 1%, as well as any state and local taxes, penalties, additional taxes and interest, if applicable, imposed under any state tax law similar to Section 409A of the Code.

2. Notwithstanding any other provision herein, if any portion of the Award is determined to be nonqualified deferred compensation subject to Section 409A of the Code, any references to “termination of employment,” or “when you are no longer employed” in these Terms and Conditions shall have the following meaning:

Your “termination of employment” (or similar terms) shall occur when you have incurred a “separation from service” within the meaning of Section 409A of the Code and as further defined herein. Specifically, you will have incurred a “separation from service” when the level of services you provide to the Company in any capacity, including as an employee, director, independent contractor or consultant, does not exceed 20% of the average level of services that you provided to the Company in the preceding 36 months (or shorter period of service if, for example, your total service with the Company is less than 36 months), all as determined in accordance with Section 409A of the Code. In determining whether a “separation from service” has occurred, any period of up to six months during which you are on a bona fide leave of absence or up to 29 months during which you are absent from work due to a disability for which you are receiving Marsh & McLennan Companies long-term disability benefits will be ignored.

3. Notwithstanding any other provision herein, if at the time of your termination of employment you are a “specified employee” (as defined in Section 409A of the Code), no portion of the Award that is determined to be nonqualified deferred compensation subject to Section 409A of the Code can be distributed prior to the first day of the seventh month after your termination of employment and any such distributions to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after your termination of employment. The provisions of this subparagraph will only apply if and to the extent required to avoid any “additional tax” under Section 409A of the Code.

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4. Notwithstanding any provision herein, if (i) a Change in Control occurs on or prior to December 31 of the second year of the three-year Performance Period and (ii) no earlier than in the third year of the three-year Performance Period, (A) you satisfy the Age and Service Criteria for Pro-Rata Vesting, (B) you satisfy the Age and Service Criteria for Full Vesting, (C) you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, (D) you are terminated by the Company other than for Cause, or (E) the occurrence of your Permanent Disability, then shares of Common Stock deliverable on the PSU Scheduled Vesting Date in respect of the PSUs covered by the Award shall be distributed to you as soon as practicable following the PSU Scheduled Vesting Date, and in no event later than March 15 of the year in which the PSU Scheduled Vesting Date occurs.

5. Special 409A Distribution Provisions for Performance Stock Units and payments attributable to Performance Stock Units.

a. Notwithstanding any provision herein, with respect to distributions of PSUs or cash attributable to such PSUs (i) where, prior to [DATE], you have satisfied or would satisfy the Age and Service Criteria either for Full Vesting or Pro-Rata Vesting and (ii) where such distributions are subject to one or more Employment-Related Actions:

i. With respect to PSUs, no later than December 31st of the year in which the PSU Scheduled Vesting Date occurs, shares of Common Stock underlying such PSUs that relate to the PSU Scheduled Vesting Date, shall be delivered to you (to the extent not previously delivered), subject to a stop transfer order and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such delivery. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies will remove or cause to be removed such stop transfer order; and

ii. With respect to a cash payment attributable to PSUs, to the extent any such payment will not be made by December 31st of the year in which the PSU Scheduled Vesting Date occurs, any payment that relates to the PSU Scheduled Vesting Date shall be placed in escrow or contributed to a secular trust (in the sole discretion of the Marsh & McLennan Companies) for your benefit on or before such December 31st and subject to withholding of any applicable tax obligations, as described in Section II.C. at the time of such placement or contribution. Upon your timely satisfaction of all applicable Employment-Related Actions, Marsh & McLennan Companies shall cause such amounts to be released from escrow or paid to you out of such trust.

In either case, if any Employment-Related Action is not timely satisfied, the shares of Common Stock or the cash payment shall revert to the Marsh & McLennan Companies with no further compensation due to you.

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6. Nothing in this Section III.K. is intended to nor does it guarantee that the Award will not be subject to “additional tax” or other adverse tax consequences under Section 409A of the Code or any similar state tax law.

IV.    CHANGE IN CONTROL PROVISIONS

A. Treatment of Performance Stock Units.

1. General. Upon the occurrence of a Change in Control (as defined in Section V.D.), the PSUs will continue to vest in accordance with the vesting schedule specified in Sections II.B.2., subject to earlier vesting or forfeiture pursuant to Section III.; provided that upon your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.H.), during the 24-month period following such Change in Control, all unvested PSUs that are outstanding as of your termination of employment will remain outstanding and will be distributed as soon as practicable following the next PSU Scheduled Vesting Date, as described in Section II.B.4., as applicable; provided that you have satisfied the conditions described in Section IV.C. and provided further that the number of shares distributable with respect to PSUs is as described in Section IV.A.3.

2. Awards Not Assumed. Notwithstanding the foregoing, if the PSUs are not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, such PSUs will fully vest immediately prior to the Change in Control and will be distributed as soon as practicable following vesting and in no event later than 60 days following vesting.

3. Calculation of Shares Distributable with Respect to PSUs. Upon the occurrence of a “Change in Control”, the Performance Period shall be deemed to have ended on December 31 of the year preceding the year in which the Change in Control occurs, and the number of shares of Common Stock distributable in respect of the PSUs (subject to the vesting conditions applicable thereto) will be determined in accordance with Section II.B.1.; provided that, in the event that the Change in Control occurs on or prior to December 31 of the year in which the PSUs are granted, you will receive one (1) share of Common Stock in respect of each PSU that vests.

B. Waiver and Release

In the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, and be in compliance with the agreement, if applicable, as of the delivery date Performance Stock Units (as described in Section II.B.4.), will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

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C. Other Matters

For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your termination of employment you satisfy the Age and Service Criteria for Pro-Rata Vesting or the Age and Service Criteria for Full Vesting as described in Sections III.C. and D., respectively, or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.E., any unvested PSUs covered by the Award will be treated as described in this Section IV.; provided that you satisfy or have satisfied, as applicable, the conditions described in Section IV.C.

V.    DEFINITIONS

As used in these Terms and Conditions:

A. “Age and Service Criteria for Full Vesting” shall mean you are at least age 65 and have a minimum of one year of service with the Company. For the avoidance of doubt, Age and Service Criteria for Full Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.

B. “Age and Service Criteria for Pro-Rata Vesting” shall mean you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For the avoidance of doubt, Age and Service Criteria for Pro-Rata Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.

C. “Cause” shall mean:

1. willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

2. willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good;

3. commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

4. unlawful use (including being under the influence) or possession of illegal drugs;

5. any gross negligence or willful misconduct resulting in a material loss to the Company, or material damage to the reputation of the Company; or

6. any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

D. “Change in Control” shall have the meaning set forth in the Plan.

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E. “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.

F. “Employment-Related Action” shall mean the execution and effectiveness of a release of claims and/or a restrictive covenant.

G. “European Union” shall include all member states and the United Kingdom, if the United Kingdom leaves the European Union.

H. “Good Reason” shall mean any one of the following events without your written consent:

1. material reduction in your base salary;

2. material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

3. material diminution of your duties, responsibilities or authority; or

4. relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

I. “Performance Period” shall mean the period that begins on [DATE] and ends on [DATE]; provided that in the event of a termination of your employment due to death prior to a Change in Control, such period will end on December 31 of the year prior to such termination of employment for the PSUs covered by the Award; and provided further that in the event of a Change in Control, such period will end on December 31 of the year prior to the occurrence of such Change in Control.

J. “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

K. “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.

L. “Section 409A of the Code” shall mean Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (regarding nonqualified deferred compensation).

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M. Additional Definitions.

The terms below are defined on the following pages

Award    1

Award Documentation    1

Committee    2

Common Stock    1

Country-Specific Notices    1

Dividend Equivalent    2

Employing Company    7

Marsh & McLennan Companies    1

Plan    1

PSU    2

PSU Scheduled Vesting Date    2

Restrictive Covenants Agreement    1

Terms and Conditions    1

VI.    ADDITIONAL PROVISIONS

A. Additional Provisions—General

1. Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

2. Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock acquired with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.

3. Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.

4. Cancellation or Clawback of Awards.

a. Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable

14

Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation, cancel, reduce or require reimbursement of the Award.

b. If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

5. Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by and subject to the laws of the State of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6. Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.

7. Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.

8. Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.

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B. Additional Provisions—Outside of the United States

1. Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal delivery of an Award (as described in these Terms and Conditions) to a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in cash instead of shares of Common Stock, or in shares of Common Stock instead of cash or vesting after payment of applicable taxes and fees or, delivering or paying out the Award as soon as practicable following a termination of employment. If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes and fees) to satisfy the Award.

2. Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII.    QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or if you would like an account statement detailing each type of equity-based award and the number of shares of Common Stock covered by such equity-based award that comprises the Award, and the vesting date(s) of such equity-based awards that comprise the Award, or any other information, please contact:

Global & Executive Compensation
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
United States of America
Telephone Number: +1 212 345-9722
Facsimile Number: +1 212 948-8481
Email: mmc.compensation@mmc.com

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IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices and Restrictive Covenants Agreement (if applicable) by the date and in the manner specified in materials provided to you by Global & Executive Compensation and/or the Company’s stock plan service provider. If you decline the Award or you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.    

/s/Laurie Ledford

Laurie Ledford

SVP, Chief Human Resources Officer

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EX-10.4

Exhibit 10.4

MARSH & McLENNAN COMPANIES, INC.

2011 INCENTIVE AND STOCK AWARD PLAN

TERMS AND CONDITIONS

OF

STOCK OPTION AWARDS

GRANTED ON [DATE], 2018

TABLE OF CONTENTS

PAGE

I. BACKGROUND	1
II. AWARDS	1
A. General	1
1. Award Acceptance	1
2. Rights of Award Holders	1
3. Restrictive Covenants Agreement	1
B. Stock Options	2
1. General	2
2. Vesting	2
3. Term	2
4. Exercisability	2
5. Method of Exercise of an Option	2
C. Satisfaction of Tax Obligations	3
1. Personal Tax Advisor	3
2. U.S. Employees	3
3. Non-U.S. Employees	3
III. EMPLOYMENT EVENTS	3
A. Death	3
B. Permanent Disability	4
C. Termination by You Outside the European Union - Age and Service         Vesting	4
D. Termination by You Within the European Union - Retirement Treatment	4
E. Termination by the Company Other Than for Cause	5
1. Treatment of Stock Options	5
2. Important Notes	6
F. All Other Terminations	6
G. Date of Termination of Employment	6
H. Conditions for All or a Portion of an Award to Remain Outstanding        Following a Termination of Employment and Exercisability of Options        Following a Termination of Employment	6
1. Restrictive Covenants Agreement	6
2. Waiver and Release and Restrictive Covenants Agreement	7
IV. CHANGE IN CONTROL PROVISIONS	7
A. Treatment of Performance Stock Units	7
B. Waiver and Release	7
C. Other Matters	8
V. DEFINITIONS	8
VI. ADDITIONAL PROVISIONS	10
A. Additional Provisions - General	10
1. Administrative Rules	10
2. Amendment	10
3. Limitations	10

4. Cancellation or Clawback of Awards	11
5. Governing Law; Choice of Forum	11
6. Severability; Captions	11
7. Electronic Delivery and Acceptance	11
8. Waiver	11
B. Additional Provisions - Outside of the United States	12
1. Changes to Delivery	12
2. Amendment and Modification	12
VII. QUESTIONS AND ADDITIONAL INFORMATION	12

I.    BACKGROUND

A Stock Option award (“Award”) has been granted to you under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “Plan”), subject to your acceptance as described in Section II.A.1. The number of shares of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”) common stock covered by the Award, instructions on how to accept or decline the Award and the deadline for accepting the Award will be provided to you by Global & Executive Compensation and/or the stock plan service provider of the Company (as defined in Section V.E.). The Award is also subject to the terms and conditions set forth herein (the “Terms and Conditions”) and to additional terms and conditions as set forth in the country-specific notices (the “Country-Specific Notices”). The Prospectus dated [DATE], also describes important information about the Plan. The Terms and Conditions, the Country-Specific Notices and the Plan will be referred to herein as the “Award Documentation”. As used herein, “Common Stock” means common stock of Marsh & McLennan Companies.

Capitalized terms in these Terms and Conditions are defined in Section V.

II.    AWARDS

A. General.

1. Award Acceptance. The grant of this Award is contingent upon your acceptance, by the date and in the manner specified by Global & Executive Compensation and/or the Company’s stock plan service provider, of these Terms and Conditions, the Country-Specific Notices and Restrictive Covenants Agreement as described in Section II.A.3. If you decline the Award or if you do not accept the Award and any applicable documents described in the preceding sentence by the deadline date and in the manner specified, then the Award will be cancelled as of the grant date of the Award.

2. Rights of Award Holders. Unless and until the vesting conditions of the Award have been satisfied and shares of Common Stock, as applicable, have been delivered to you upon your exercise of the Award in accordance with the Award Documentation, you have none of the rights of ownership to such shares (e.g., Options cannot be transferred or assigned; Options have no voting rights, etc.).

3. Restrictive Covenants Agreement. As described in Section II.A.1., a Restrictive Covenants Agreement (“Restrictive Covenants Agreement”) in a form determined by Marsh & McLennan Companies must be in place in order to accept the Award, you must execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, the Restrictive Covenants Agreement in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determined by Marsh & McLennan Companies, in its sole discretion, and be in compliance with the Restrictive Covenants Agreement in order to exercise an Option whether or not you are employed by the Company at that time. Failure to timely execute the Restrictive Covenants Agreement by the date specified by the Company or failure to timely execute or reaffirm and comply with the Restrictive Covenants Agreement as described in

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Section III.H.1. or 2., as applicable, will result in cancellation or forfeiture of any rights, title and interest in and to the Award, without any liability to the Company.

B. Stock Options.

1. General. A stock option (“Option”) represents the right to purchase a number of shares of Common Stock (the “Option Shares”) at a specified exercise price for a specified period.

2. Vesting. Subject to your continued employment, 25% of the Option Shares covered by the Option will vest on each of the first four anniversaries of the grant date of the Award. Each date on which an Option Share covered by the Option is scheduled to vest is an “Option Scheduled Vesting Date.” In the event of your termination of employment or occurrence of your Permanent Disability (as defined in Section V.H.) prior to an Option Scheduled Vesting Date, your right to any Option Shares covered by the Option that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. For the avoidance of doubt, the date of your termination of employment for purposes of this Section II.B.2. will be determined in accordance with Section III.G.

3. Term. Subject to your continued employment, the Option will expire on the day immediately preceding the tenth anniversary of the grant date of the Award (“Option Expiration Date”). If your employment terminates before the Option Expiration Date, your right to exercise any vested Option Shares covered by the Option will be determined in accordance with Section III.

4. Exercisability. The Option Shares covered by the Option will become exercisable when they vest. You are responsible for keeping track of exercise periods while actively employed and, if applicable, any post-termination exercise periods.

5. Method of Exercise of an Option.

a. General Procedures. An Option may be exercised by written notice (or other notice as required by the Company and/or its stock plan service provider) to Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies, in form and substance satisfactory to Marsh & McLennan Companies, which must state the election to exercise such Option, the number of Option Shares for which such Option is being exercised and such other representations and agreements as may be required pursuant to the provisions of the Award Documentation (the “Exercise Notice”). The Exercise Notice must be accompanied by (i) any required income tax forms and (ii) any required reaffirmation of the Restrictive Covenants Agreement, unless (A) the Option is being exercised after your death in accordance with Section III. or (B) as otherwise determined by Marsh & McLennan Companies.

b. Payment of Exercise Price. Payment of the aggregate exercise price may be made with U.S. dollars or by tendering shares of Common Stock (including shares of Common Stock acquired from a stock option exercise or a stock unit award vesting) at your election.

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c. Distribution of Option Shares. The shares of Common Stock from the Option exercise will be distributed as specified in the Exercise Notice, after you have satisfied applicable tax obligations, as described in Section II.C., and fees.

C. Satisfaction of Tax Obligations.

1. Personal Tax Advisor. Neither the Company nor any Company employee is authorized to provide personal tax advice to you. It is recommended that you consult with your personal tax advisor for more detailed information regarding the tax treatment of the Award, especially before making any decisions that rely on that tax treatment.

2. U.S. Employees. Applicable taxes (including employment taxes) are required by law to be withheld when a nonqualified Option is exercised. A sufficient number of whole shares of Common Stock resulting from the Option exercise will be retained by Marsh & McLennan Companies to satisfy the tax-withholding obligation unless you elect in the Exercise Notice to satisfy all applicable tax withholding in another manner.

3. Non-U.S. Employees.

a. In most countries, the value of an Option is generally not taxable on the grant date. If the value of the Option is not taxable on the grant date, it will, in most countries, be taxed at a later time, for example, upon exercise of the Option and delivery of shares of Common Stock in respect of the Option, and/or the subsequent sale of the shares of Common Stock.

b. Withholding. Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer will, to the extent permissible under applicable law or otherwise agreed between you and the Marsh & McLennan Companies and/or your employer, retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.

III.     EMPLOYMENT EVENTS

A. Death.

In the event your employment is terminated because of your death, the Option will fully vest with respect to any unvested Option Shares and will become exercisable as of the date of your death. The person or persons to whom your rights under the Option shall pass by will or the laws of descent and distribution shall be entitled to exercise such

3

Option with respect to any Option Shares that vest (and any Option Shares that were already vested at the time of your death) within two years after the date of death, but in no event shall the Option be exercisable after the Option Expiration Date.

B. Permanent Disability.

Upon the occurrence of your Permanent Disability, the Option will fully vest with respect to any unvested Option Shares and will become exercisable; provided that you satisfy the conditions described in Section III.H.1; and provided further that any such Option Shares that vest in accordance with this Section III.B. (and any Option Shares that were already vested at the time your Permanent Disability occurred) shall be exercisable for two years following the occurrence of your Permanent Disability, but in no event shall the Option be exercisable after the Option Expiration Date.

C. Termination by You Outside of the European Union - Age and Service Vesting . If you have satisfied the Age and Service Criteria for Vesting (as defined in Section V.A.) on or before the date you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by Marsh & McLennan Companies, in its sole discretion, to be employed outside of the European Union (as defined in Section V.F.), then this Section III.C. shall apply. For the avoidance of doubt, Section III.E. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.B.).

Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II. B.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.B.4., provided that you satisfy the conditions described in Section III.H.1. Provided that you satisfy the conditions described in Section III.H.1., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.

D. Termination by You Within the European Union - Retirement Treatment. Provided you have a minimum of five years of service with the Company on or before you terminate employment, you will be eligible to apply for retirement treatment.If you are determined by the Retirement Treatment Committee (as defined in Section V.I.) to be eligible for retirement treatment on or following the time you terminate your employment with the Company for any reason other than death or the occurrence of your Permanent Disability and you are determined by the Company, in its sole discretion, to be employed within the European Union, then this Section III.D. shall apply. For the avoidance of doubt, Section III.E. will govern the treatment of the Award in the event your employment is terminated by the Company other than for Cause (as defined in Section V.B.).

Upon such termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.B.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.B.4.; provided that you satisfy the conditions described in Section III.H.1. Provided that you satisfy the conditions described in Section III.H.1., any such Option Shares

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that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if an Option Scheduled Vesting Date occurs following the date that you terminate your employment but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Option Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment.

E. Termination by the Company Other Than for Cause.

1. Treatment of Stock Options.

a. General. Except as otherwise provided in Sections III.E.1.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, your rights, title and interest in and to any unvested Option Shares will be canceled upon such termination of employment. Provided that you satisfy the conditions to vesting described in Section III.H.2., any Option Shares that were vested at the time of your termination of employment shall be exercisable until the earlier of 90 days following your termination of employment and the Option Expiration Date.

b. Termination by the Company Other Than for Cause After Satisfaction of Age and Service Criteria for Vesting or You Are Determined to Be Eligible for Retirement Treatment. In the event the Company, in its sole discretion, determines that your employment is terminated other than for Cause, and on or before such time you satisfy the Age and Service Criteria for Vesting or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment, the Option will continue to vest with respect to any unvested Option Shares as provided in Section II.B.2. as if your employment had not terminated and the Option Shares will become exercisable as provided in Section II.B.4.; provided that you satisfy the conditions to vesting described in Section III.H.2. Provided that you satisfy the conditions described in Section III.H.2., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date. For the avoidance of doubt, if an Option Scheduled Vesting Date occurs following the date that your employment is terminated by the Company but prior to the date the Retirement Treatment Committee determines that you are eligible for retirement treatment, the Options Shares that were scheduled to vest on such Option Scheduled Vesting Date will vest on the date you are determined by the Retirement Treatment Committee to be eligible for retirement treatment.

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2. Important Notes.

a. Sale of Business Unit. For purposes of this Award, in the event of a sale or similar transaction involving the business unit for which you work (“Employing Company”) as a result of which the Employing Company ceases to be a subsidiary or affiliate of Marsh & McLennan Companies, your employment will be deemed terminated by the Company other than for Cause, even if your employment with the Employing Company continues after the sale or similar transaction.

b. Constructive Discharge. The Award will not vest upon a constructive discharge, including if any court or regulatory agency retroactively concludes or interprets events to have constituted a constructive discharge.

F. All Other Terminations. For all other terminations of employment not described in Sections III.A. through E. or Section IV. (including, but not limited to, a termination by the Company for Cause, your resignation without having satisfied the Age and Service Criteria for Vesting as described in Section III.C., or your resignation without meeting the minimum service requirement or without having been determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D.), any rights, title and interest in and to any remaining unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.G.Provided that you satisfy the conditions to vesting described in Section III.H.1., any Option Shares that were vested at the time of your termination of employment (except if you are terminated by the Company for Cause) shall be exercisable until the earlier of 90 days following your termination of employment and the Option Expiration Date. If you are terminated by the Company for Cause, any rights, title and interest in and to any remaining vested or unvested portion of the Award shall be cancelled as of the date your employment is treated as having terminated as described in Section III.G.

G. Date of Termination of Employment. For the avoidance of doubt, for purposes of determining vesting under Section II.B.2., your employment will be treated as having terminated on your last day of employment with the Company.

H. Conditions for All or a Portion of an Award to Remain Outstanding Following a Termination of Employment and Exercisability of Options Following a Termination of Employment.

1. Restrictive Covenants Agreement. In the event of (i) the occurrence of your Permanent Disability as described in Section III.B., (ii) your termination of employment after satisfying the Age and Service Criteria for Vesting as described in Sections III.C., (iii) a determination by the Retirement Treatment Committee that you are eligible for retirement treatment as described in Section III.D., or (iv) your termination of employment (other than a termination by the Company for Cause) as described in Section III.F., you will be required to execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement. Failure to (a) execute or reaffirm

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such an agreement by the date specified by the Company, which shall be in no event later than 60 days following the occurrence of your Permanent Disability as described in Section III.B. or your termination of employment as described in Section III.C. or III.F., and no later than 60 days following the determination that you are eligible for retirement treatment if your termination of employment is pursuant to III.D., or (b) comply with the Restrictive Covenants Agreement will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

2. Waiver and Release and Restrictive Covenants Agreement. In the event of your termination of employment by the Company other than for Cause as described in Section III.E., you will be required to (i) execute or reaffirm, as determined by Marsh & McLennan Companies in its sole discretion, and return to Marsh & McLennan Companies (or an agent appointed by Marsh & McLennan Companies) a Restrictive Covenants Agreement and (ii) execute and not revoke a waiver and release agreement, if provided to you by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement or the Restrictive Covenants Agreement, as applicable, or failure to continue to be in compliance with the applicable agreement will result in the cancellation or forfeiture of any rights, title and interest in and to the Award without any liability to the Company.

IV.    CHANGE IN CONTROL PROVISIONS

A. Treatment of Stock Options

Upon the occurrence of a Change in Control (as defined in Section V.C.), the Option Shares will continue to vest in accordance with the vesting schedule specified in Section II.B.2 and subject to earlier vesting or forfeiture pursuant to Section III.; provided that the Option Shares will become fully vested at your termination of employment by the Company other than for Cause, or by you for Good Reason (as defined in Section V.G.), during the 24-month period following such Change in Control and will be treated as set forth below, provided that you satisfy the conditions described in Section IV.B Notwithstanding the foregoing, if the Option Share is not assumed, converted or replaced in connection with a Change in Control on an equivalent basis, the Option Shares will fully vest immediately prior to the Change in Control and will be treated as follows:

Provided that you satisfy the conditions described in Section IV.B., any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of (a) 90 days following your termination of employment or the occurrence of the Change in Control, as applicable, and (b) the Option Expiration Date.

B. Waiver and Release

In the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in

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Control, you will be required to execute and not revoke a waiver and release agreement, if provided by the Company at the time of your termination of employment. Failure to meet these requirements by the date specified by the Company, which shall be in no event later than 60 days following your termination of employment, or failure to comply with the waiver and release agreement, and be in compliance with the agreement, if applicable,will result in the cancellation or forfeiture of any rights, title and interest in and to the Award.

C. Other Matters

For the avoidance of doubt, in the event of your termination of employment by the Company other than for Cause or by you for Good Reason during the 24-month period following such Change in Control and, on or before the date of your termination of employment you satisfy the Age and Service Criteria for Vesting as described in Section III.C., or you are determined by the Retirement Treatment Committee to be eligible for retirement treatment on or following your termination of employment as described in Section III.D., any unvested Options covered by the Award will be treated as described in this Section IV.; provided that you satisfy or have satisfied, as applicable, the conditions described in Section IV.B.; provided further that any such Option Shares that vest (and any Option Shares that were already vested at the time of your termination of employment) shall be exercisable until the earlier of the fifth anniversary of your termination of employment and the Option Expiration Date.

V.    DEFINITIONS

As used in these Terms and Conditions:

A. “Age and Service Criteria for Vesting” shall mean: (a) you are at least age 65 and have a minimum of one year of service with the Company or (b) you are at least age 55 but are not yet age 65 and have a minimum of five years of service with the Company. For the avoidance of doubt, Age and Service Criteria for Vesting is not applicable to you if you are determined by the Company, in its sole discretion, to be employed within the European Union.

B. “Cause” shall mean:

1. willful failure to substantially perform the duties consistent with your position which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

2. willful violation of any written Company policies, including but not limited to, The Marsh & McLennan Companies Code of Conduct, The Greater Good;

3. commission at any time of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

4. unlawful use (including being under the influence) or possession of illegal drugs;

5. any gross negligence or willful misconduct resulting in a material loss to the

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Company, or material damage to the reputation of the Company; or

6. any violation of any statutory or common law duty of loyalty to the Company, including the commission at any time of any act of fraud, embezzlement, or material breach of fiduciary duty against the Company.

C. “Change in Control” shall have the meaning set forth in the Plan.

D. “Committee” shall mean the Compensation Committee of the Board of Directors of Marsh & McLennan Companies.

E. “Company” shall mean Marsh & McLennan Companies or any of its subsidiaries or affiliates.

F. “European Union” shall include all member states and the United Kingdom, if the United Kingdom leaves the European Union.

G. “Good Reason” shall mean any one of the following events without your written consent:

1. material reduction in your base salary;

2. material reduction in your annual incentive opportunity (including a material adverse change in the method of calculating your annual incentive);

3. material diminution of your duties, responsibilities or authority; or

4. relocation of more than 50 miles from your principal place of employment immediately prior to the Change in Control; provided that you provide Marsh & McLennan Companies with written notice of your intent to terminate your employment for Good Reason within 60 days of your becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which you are relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision) and that you provide Marsh & McLennan Companies with at least 30 days following receipt of such notice to remedy such circumstances.

H. “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

I. “Retirement Treatment Committee” is comprised of employees of the Company appointed by the Committee.

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J. Additional Definitions.

The terms below are defined on the following pages

Award    1

Award Documentation    1

Common Stock    1

Country-Specific Notices    1

Employing Company    6

Exercise Notice    2

Marsh & McLennan Companies    1

Option    2

Option Expiration Date    2

Option Scheduled Vesting Date    2

Option Shares    2

Plan    1

Restrictive Covenants Agreement    1

Terms and Conditions    1

VI.    ADDITIONAL PROVISIONS

A. Additional Provisions—General

1. Administrative Rules. The Award shall be subject to such additional administrative regulations as the Committee may, from time to time, adopt. All decisions of the Committee upon any questions arising under the Award Documentation shall be conclusive and binding. The Committee may delegate to any other individual or entity the authority to perform any or all of the functions of the Committee under the Award, and references to the Committee shall be deemed to include any such delegate.

2. Amendment. The Committee may, in its sole discretion, amend the terms of the Award, including, without limitation, to impose additional requirements on the Award and on any shares of Common Stock acquired with respect to the Award; provided, however, that if the Committee concludes, in its sole discretion, that such amendment is likely to materially impair your rights with respect to the Award, such amendment shall not be implemented with respect to the Award without your consent, except to the extent that any such action is made to cause the Award to comply with applicable law, currency controls, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or is otherwise made in accordance with Section VI.A.4.

3. Limitations. Payment of the Award is not secured by trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of Marsh & McLennan Companies by reason of the Award. Your right to payment of the Award is the same as the right of an unsecured general creditor of Marsh & McLennan Companies.

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4. Cancellation or Clawback of Awards.

a. Marsh & McLennan Companies may, to the extent permitted or required by any applicable law, stock exchange rules, currency controls, or any applicable Company policy or arrangement in effect prior to the vesting of any unvested portion of the Award, or as specified in the Award Documentation, cancel, reduce or require reimbursement of the Award.

b. If you fail to repay any amount due pursuant to this Section VI.A.4., the Company may bring an action in court to recover the amount due. You acknowledge that, by accepting the Award, you agree to pay all costs, expenses and attorney’s fees incurred by the Company in any proceeding for the collection of amounts due pursuant to this Section VI.A.4., provided that the Company prevails in whole or in part in any such proceeding. The Company may also, to the extent permitted by applicable law, reduce any amounts owed to you by the Company in an amount up to the full amount of the repayment due.

5. Governing Law; Choice of Forum. The Award and the Award Documentation applicable to the Award are governed by and subject to the laws of the State of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6. Severability; Captions. In the event that any provision of this Award is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Award will be unaffected thereby and will remain in full force and effect to the fullest extent permitted by law. The captions of this Award are not part of the provisions of this Award and will have no force or effect.

7. Electronic Delivery and Acceptance. Marsh & McLennan Companies may, in its sole discretion, decide to deliver any documents related to the Award and/or your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Marsh & McLennan Companies or an agent appointed by Marsh & McLennan Companies.

8. Waiver. You acknowledge that neither a waiver by Marsh & McLennan Companies of your breach of any provision of the Award Documentation nor a prior waiver by Marsh & McLennan Companies of a breach of any provision of the Award Documentation by any other participant of the Plan shall operate or be construed as a waiver of any other provision of the Award Documentation, or of any subsequent breach by you.

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B. Additional Provisions—Outside of the United States

1. Changes to Delivery. In the event that Marsh & McLennan Companies considers that due to legal, regulatory or tax issues the normal exercise of an Award (as described in these Terms and Conditions) by a participant outside the United States would not be appropriate, then Marsh & McLennan Companies may, in its sole discretion, determine how and when the value of the Award will be delivered. Without limitation, this may include making any payments due under the Award in an amount equivalent to the value of the Award on the date of exercise after payment of applicable taxes and fees and any exercise price If the value of an Award is to be delivered in cash instead of shares of Common Stock, Marsh & McLennan Companies may sell any shares of Common Stock distributable in respect of the Award on your behalf and use the proceeds (after payment of applicable taxes, fees and any exercise price) to satisfy the Award.

2. Amendment and Modification. The Committee may modify the terms of any Award under the Plan granted to you in any manner deemed by the Committee to be necessary or appropriate in order for such Award to conform to laws, regulations and customs of the country (other than the United States) in which you are then resident or primarily employed or were resident or primarily employed at the time of grant or during the term of the Award, or so that the value and other benefits of the Award to you, as affected by non-U.S. tax laws and other restrictions applicable as a result of your residence or employment outside of the United States, shall be comparable to the value of such an Award to an individual who is resident or primarily employed in the United States.

VII.    QUESTIONS AND ADDITIONAL INFORMATION

Please retain this document in your permanent records. If you have any questions regarding the Award Documentation or if you would like an account statement detailing each type of equity-based award and the number of shares of Common Stock covered by such equity-based award that comprises the Award, and the exercise price, vesting date(s) and expiration date of such equity-based awards that comprise the Award, or any other information, please contact:

Global & Executive Compensation
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
United States of America
Telephone Number: +1 212 345-9722
Facsimile Number: +1 212 948-8481
Email: mmc.compensation@mmc.com

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IN WITNESS WHEREOF, Marsh & McLennan Companies has caused these Terms & Conditions to be duly executed by the facsimile signature of its Senior Vice President, Chief Human Resources Officer as of the day and year first above written. By consenting to these Terms and Conditions, you agree to the following: (i) you have carefully read, fully understand and agree to all of the terms and conditions described herein and in the Award Documentation; and (ii) you understand and agree that these Terms & Conditions and the Award Documentation constitute the entire understanding between you and Marsh & McLennan Companies regarding the Award, and that any prior agreements, commitments or negotiations concerning the Award are replaced and superseded. The grant of the Award is contingent upon your acceptance of these Terms and Conditions, Country-Specific Notices and Restrictive Covenants Agreement (if applicable) by the date and in the manner specified in materials provided to you by Global & Executive Compensation and/or the Company’s stock plan service provider. If you decline the Award or you do not accept the Award and any applicable documents described in the preceding sentence by the date and in the manner specified, the Award will be cancelled as of the grant date of the Award.

/s/Laurie Ledford

Laurie Ledford

SVP, Chief Human Resources Officer

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EX-10.5

Daniel S. Glaser President and Chief Executive Officer Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036 212 345 4874 Fax 212 345 6676 dan.glaser@mmc.com www.mmc.com

Exhibit 10.5

September 14, 2017

John Q. Doyle

[Address]

[City, State Zip Code]

Subject:Terms of Employment

Dear John:

This letter agreement is intended to set forth the terms of your continued employment by Marsh LLC (“Marsh”) as its President and Chief Executive Officer. This position currently reports to the President and Chief Executive Officer (the “Chief Executive Officer”) of Marsh & McLennan Companies, Inc. (“Marsh & McLennan Companies”, and together with its subsidiaries and affiliates, the “Company”). Your current principal work location is in New York, NY. The terms of this letter agreement are effective as of July 5, 2017.

1. Duties and Responsibilities

You will continue to devote all of your attention and time during working hours to the affairs and business of Marsh and the Company and use your best efforts to perform such duties and responsibilities as shall be reasonably assigned to you by the Chief Executive Officer and are consistent with your position. In addition, you agree to serve, without additional compensation, as an officer and director for any member of the Affiliated Group. For purposes of this letter agreement, the term “Affiliated Group” means Marsh & McLennan Companies and any corporation, partnership, joint venture, limited liability company, or other entity in which Marsh & McLennan Companies has a 10% or greater direct or indirect interest. Except for those boards or committees set forth on Exhibit A, you may not serve on corporate, civic or charitable boards or committees without the prior written consent of Marsh & McLennan Companies.

2. Compensation and Benefits

Your compensation and benefits are as set forth below and in Exhibit A.

a. Annual Base Salary: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off. Your base salary will be considered for adjustment in succeeding years as part of the Company’s normal performance management process.

b. Vacation: You are entitled to 5 weeks of vacation annually, in accordance with our Company policy.

September 14, 2017

John Q. Doyle

Page 2

c. Annual Bonus: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the award. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a valid confidential waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date, but in no event later than March 15 of the year following the year for which such bonus is earned.

As used in this letter agreement, “Permanent Disability” will be deemed to occur when it is determined (by Marsh & McLennan Companies’ disability carrier for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

d. Annual Long-Term Incentive Compensation: You are eligible to participate in Marsh & McLennan Companies’ long-term incentive program with a target long-term incentive compensation award as set forth on Exhibit A. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the Compensation Committee of the Marsh & McLennan Companies Board of Directors (“Compensation Committee”) as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or other plan under which the long-term incentive award is granted). In accordance with Company practice, you may be required to enter into a “Restrictive Covenants Agreement” in connection with long-term incentive awards.

e. Benefit Programs: You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by Marsh & McLennan Companies, on such terms and conditions as are generally provided to similarly situated employees of Marsh and the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will continue to be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.

September 14, 2017

John Q. Doyle

Page 3

3. Termination of Employment

a. You have been designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that you are entitled to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid.

b. Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon your date of termination, regardless of when or whether you execute any such documentation.

c. During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a taxable reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred.

4. Restrictive Covenants

You are subject to existing restrictions with respect to confidentiality, noncompetition or nonsolicitation under confidentiality, noncompetition, nonsolicitation, or other agreements, including the Non-competition and Non-solicitation Agreement dated as of February 25, 2016. Such restrictions shall remain in full force and effect and, by your execution of this letter agreement, you hereby reaffirm and ratify such restrictions.

September 14, 2017

John Q. Doyle

Page 4

5. Code of Conduct & Other Mandatory Training

As a condition of your employment by Marsh as its President and Chief Executive Officer, you must read, understand and abide by all applicable Marsh & McLennan Companies, Inc. compliance policies found on the Marsh & McLennan Companies’ compliance website (www.compliance.mmc.com), as updated from time to time, including but not limited to The Marsh & McLennan Companies Code of Conduct, The Greater Good. You must complete any required online compliance training for your position within 30 days of your start date or within 30 days after it becomes available. In addition, you understand that you must complete any and all additional training that the Company determines is appropriate for your position during the course of your employment.

6. Stock Ownership Guidelines

In consideration of and as a condition of your employment by Marsh as its President and Chief Executive Officer under the terms of this letter agreement, among other things, you will be required to acquire and maintain a meaningful ownership interest, in the form of shares or stock units, in the Company’s common stock. The ownership levels vary by position and are equal to a multiple of your base salary as set forth under the Company’s stock ownership guidelines. You will receive additional information concerning these stock ownership guidelines separately. The stock ownership guidelines can be found on the

Company’s website

(http://www.mmc.com/about/SeniorExecutiveStockOwnershipGuidelines2014.pdf).

7. Credentialing

The Company supports continuing professional education. If you hold a professional license or certification, you acknowledge that you understand the obligations and the specific code of professional ethics associated with this license or certificate and agree to perform your duties in accordance with these standards. In addition, you acknowledge your responsibility to maintain any job-related licenses or certificates in accordance with the requirements issued by the applicable regulatory body or bodies. The Company agrees to reimburse you for the fees you incur during your employment with the Company in maintaining such licenses or certificates applicable to your position. You must submit your fees within 60 days after the date they are incurred. The Company will generally reimburse such fees within 60 days of the date they are submitted, but in no event will they be reimbursed later than December 31st of the year following the year in which the fee was incurred.

September 14, 2017

John Q. Doyle

Page 5

8. Miscellaneous

a. Notices. Notices given pursuant to this letter agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered or certified mail, return receipt requested, postage prepaid, or (iv) such other method of delivery as provides a written confirmation of delivery. Notice to the Company shall be directed to:

Peter J. Beshar

Executive Vice President & General Counsel

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036

Notices to or with respect to you will be directed to you, or in the event of your death, your executors, personal representatives or distributees, at your home address as set forth in the records of the Company.

b. Assignment of this Agreement. This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Marsh & McLennan Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Marsh & McLennan Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of Marsh or the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to “Marsh” or the “Company” throughout this letter agreement shall mean Marsh or the Company as hereinbefore defined and any successor to, or assignee of, its business and/or assets as applicable.

c. Merger of Terms. This letter agreement supersedes all prior discussions and agreements between you and the Company or any member of the Affiliated Group with respect to the subject matters covered herein, including without limitation, the Letter Agreement dated March 6, 2016. You are expected to continue to adhere to any existing confidentiality and restrictive covenant obligations to your former employer. For the avoidance of doubt, compensation that was paid or awarded to you prior to the effective date of this letter agreement will continue to be governed by the terms pursuant to which such compensation was paid or awarded.

d. Indemnification. The Company shall indemnify you to the extent permitted by its bylaws, as in effect on the date hereof, with respect to the work you have performed for, or at the request of, the Company or any member of the Affiliated Group (as such term is defined in Section 1 above) during the term of this letter agreement.

e. Governing Law; Amendments. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a

September 14, 2017

John Q. Doyle

Page 6

written agreement executed by you and an authorized employee of Marsh & McLennan Companies.

f. Choice of Forum. The Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

g. Severability; Captions. In the event that any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this letter agreement will be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. The captions in this letter agreement are not part of the provisions of this letter agreement and will have no force or effect.

h. Section 409A. The provisions of this Section 8(h) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Section 8(h), to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this offer letter and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This Section 8(h) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this offer letter or any other plan, award, arrangement or agreement between you and the Company.

Furthermore, and notwithstanding any contrary provision in this offer letter or any other plan, award, arrangement or agreement between you and the Company, to the extent necessary to avoid the imposition of taxes, interest and penalties on you under Section 409A, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of employment and any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment.

September 14, 2017

John Q. Doyle

Page 7

Furthermore, and notwithstanding any contrary provision in this offer letter or in any other plan, award, arrangement or agreement between you and the Company that: (i) provides for the payment of nonqualified deferred compensation that is subject to Section 409A; and (ii) conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “Employment-Related Action”) (any such plan, award, arrangement or agreement is a “Relevant Plan”):

(1) if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and

(2) if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.

i. Withholding Requirements. All amounts paid or provided to you under this letter agreement shall be subject to any applicable income, payroll or other tax withholding requirements.

Please acknowledge your agreement with the terms of this letter agreement by signing and dating this and the enclosed copy and returning one copy to me.

Sincerely,

/s/ Daniel S. Glaser

Daniel S. Glaser

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

Accepted and Agreed:

/s/ John Q. Doyle___

(Signature)                

9/19/17    

(Date)

September 14, 2017

John Q. Doyle

Page 8

Exhibit A

Board or Committee Memberships	• The Board of New York Police and Fire Widows and Children’s Benefit Fund • Inner City Scholarship Fund
Annual Base Salary	$1,000,000, effective August 1, 2017
Annual Target Bonus Opportunity	Bonus awards are discretionary. Target bonus of $2,250,000 commencing with the 2017 performance year (awarded in 2018). Actual bonus may range from 0% - 200% of target, based on achievement of individual performance objectives, Marsh’s performance and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time.
Annual Target Long-Term Incentive Opportunity	Long-term incentive awards are discretionary. Target grant date fair value of $2,500,000, commencing with the award made in 2018.

EX-10.6

Exhibit 10.6

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

AGREEMENT, dated as of February 25, 2016, between Marsh & McLennan Companies, Inc. (”MMC”) and John Q. Doyle, an employee of the Company (“Executive”). The terms of this Agreement are effective as of your first day of employment, which is expected to be on or around April 4, 2016.

RECITALS:

This Agreement is entered into in consideration of the Executive’s employment by the Company as President of Marsh LLC, the Company’s execution of the February 25, 2016 Letter Agreement regarding his terms of employment, Executive’s eligibility for a discretionary bonus and other compensation as an employee of the Company, and Executive’s access to confidential information and trade secrets belonging to the Company. For the purposes of this Agreement, the term “Company” means MMCand/or any corporation, partnership, joint venture, limited liability company, or other entity in which MMC has a 10% or greater direct or indirect interest.

NOW, THEREFORE, the Company and Executive hereby agree to be bound by this Non-Competition and Non-Solicitation Agreement, as follows:

1.Confidential Information and Trade Secrets

(a)Executive understands and acknowledges that as a senior executive and member of MMC’s Executive Committee, Executive will learn or have access to, or may assist in the development of, highly confidential and sensitive information and trade secrets about the Company, its operations and its clients, and that providing its clients with appropriate assurances that their confidences will be protected is crucial to the Company’s ability to obtain clients, maintain good client relations, and conform to contractual obligations. Such Confidential Information and Trade Secrets include but are not limited to: (i) financial and business information relating to the Company, such as information with respect to costs, commissions, fees, profits, sales, markets, mailing lists, strategies and plans for future business, new business, product or other development, potential acquisitions or divestitures, and new marketing ideas; (ii) product and technical information relating to the Company, such as product concepts and structures, new and innovative product ideas, methods, procedures, devices, machines, equipment, data processing programs, software, software codes, computer models, and research and development projects; (iii) client information, such as the identity of the Company’s clients, the names of representatives of the Company’s clients responsible for entering into contracts with the Company, the amounts paid by such clients to the Company, specific client needs and requirements, specific client characteristics related to the provision of services by the Company, client consulting needs and information about the consulting services provided or planned by the Company to serve such clients, client insurance policy information, information regarding the markets or sources with which insurance is placed, and leads and referrals to prospective clients; (iv) personnel information, such as the identity and number of the Company’s other employees and officers, their salaries, bonuses, benefits, skills, qualifications, and abilities; (v) any and all information in whatever form relating to any client or prospective client of the Company, including but not limited to, its business, employees, operations, systems, assets, liabilities, finances, products, and marketing, selling and operating practices; (vi) any information not included in (i) or (ii) above which Executive knows or should know is subject to a restriction on disclosure or which Executive knows or should know is considered by the Company's clients or prospective clients to be confidential, sensitive, proprietary or a trade secret or is not readily available to the public; or (vii) intellectual property, including inventions and

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copyrightable works. Confidential Information and Trade Secrets have actual or potential value because they are not generally known or available to the general public, but have been developed, compiled or acquired by the Company at its effort and expense and through the use of the Company’s resources. Confidential Information and Trade Secrets can be in any form, including but not limited to: oral, written or machine readable, including electronic files.

(b)Executive acknowledges and agrees that the Company is engaged in highly competitive businesses and that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information and Trade Secrets which were developed, compiled and acquired by the Company at its effort and expense and through the use of the Company’s resources. Executive further acknowledges and agrees that any disclosing, divulging, revealing, or using of any of the Confidential Information and Trade Secrets, other than in connection with the Company’s business or as specifically authorized by the Company, will be highly detrimental to the Company and cause it to suffer serious loss of business and pecuniary damage and loss of goodwill.

(c)At all times prior to and following Executive’s termination of employment, Executive shall not disclose to anyone or make use of any Confidential Information and Trade Secrets of the Company, which for the purposes of this Agreement, including such trade secret or proprietary or confidential information of any client, prospective client or other entity to which the Company owes an obligation not to disclose such information, which Executive acquires during Executive’s employment with the Company, including but not limited to records kept in the ordinary course of business except: (i) as such disclosure or use may be required or appropriate in connection with Executive’s work as an employee of the Company or any affiliate; (ii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information (but only to the extent required by such requirement or order); or (iii) as to such confidential information that becomes generally known to the public or trade without the violation of this Agreement by Executive or by others under a duty of confidentiality to the Company.

(d)Immediately upon the termination of employment with the Company for any reason or no reason, or at any time the Company so requests, Executive will return to the Company: (i) any originals and all copies of all files, notes, documents, slides (including transparencies), computer disks, hard drives, printouts, reports, lists of the Company’s clients or leads or referrals to prospective clients, and other media or property in Executive’s possession or control which contain or pertain to Confidential Information and Trade Secrets and will cooperate with the Company in arranging to remove any electronic copies of such information from personal digital storage devices which Executive uses; and (ii) all property of the Company, including but not limited to supplies, keys, access devices, books, identification cards, computers, telephones and other equipment. Executive agrees that upon completion of the obligations set forth in this subparagraph and if requested by the Company, Executive will execute a statement in a form provided by the Company declaring that he has retained no property of the Company or materials containing Confidential Information and Trade Secrets nor has he supplied the same to any person, except as required to carry out his duties as an employee of the Company.

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2.    Assignment of Rights to Intellectual Property; Ownership of Copyrightable Works

(a)Executive agrees to assign and hereby does assign to the Company all Executive’s present and future right, title and interest in and to any intellectual property conceived, discovered, reduced to practice and/or made by Executive during the period of time that Executive is employed by the Company (whether before, on or after the date of this Agreement), whether such intellectual property was conceived, discovered and/or reduced to practice and/or made by Executive solely or jointly with others, on or off the premises of the Company’s business, or during or after working hours, if such intellectual property: (i) was conceived, discovered, reduced to practice and/or made with the Company’s facilities, equipment, supplies, confidential information, trade secrets or intellectual property; or (ii) relates to the Company’s current, or demonstrably anticipated or potential business activities, work or research; or (iii) results from work done or to be done by Executive or under Executive’s direction, alone or jointly, for the Company (“Intellectual Property”). Executive further acknowledges and agrees that such Intellectual Property as referred to herein belongs to the Company and that the Company may, in its sole discretion, keep such Intellectual Property and/or processes pertaining thereto, whether patentable or copyrightable or not, as trade secrets and make all decisions regarding whether and how to use such Intellectual Property and/or processes. Executive further agrees not to use or seek any commercial exploitation of or otherwise use any Intellectual Property transferred to the Company or required to be assigned under this Agreement for personal use.

(b)Executive acknowledges, agrees and intends that all copyrightable works Executive creates during the period of time that Executive is employed by the Company (whether before, on or after the date of this Agreement) and within the scope of Executive’s employment shall be considered to be “works made for hire” as defined under the U.S. Copyright Act, 17 U.S.C. §§ 101 etseq. (“Copyrightable Works”). Executive also acknowledges, agrees and intends that the Company will be deemed the author of all such works made for hire and the owner of all of the rights comprised in the copyright of such works. To the extent that any Copyrightable Works Executive creates within the scope of Executive’s employment or using the resources of the Company do not fully qualify as works made for hire, Executive agrees to assign and hereby does assign all such Copyrightable Works to the Company, including the right to sue for past, present, or future infringement.

(c)Executive agrees to: (i) promptly disclose such Intellectual Property and Copyrightable Works to the Company; (ii) assign to the Company, without additional compensation, the entire rights to Intellectual Property and Copyrightable Works for the United States and all foreign countries; (iii) execute all documents, certifications, and all other papers and do all acts necessary to carry out the above, including enabling the Company to file and prosecute applications for, acquire, ascertain and enforce in all countries, letters patent, trademark registrations and/or copyrights covering or otherwise relating to Intellectual Property and Copyrightable Works and to enable the Company to protect its proprietary interests therein; and (iv) give testimony in any action or proceeding to enforce rights in the Intellectual Property and Copyrightable Works.

(d)In the event the Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document needed in connection with the actions specified in this Section 2, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and on Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the same legal force and effect as if executed by Executive. Executive hereby assigns to the Company any and all claims, of any

Page 4

nature whatsoever, which Executive now or may hereafter have for infringement of any proprietary rights assigned or transferred hereunder to the Company.

(e)Executive understands and agrees: (i) no license or conveyance of any rights or warranty to Executive is granted or implied by the Company furnishing or disclosing any Intellectual Property or Copyrightable Works to Executive; and (ii) the Company shall retain whatever ownership and other proprietary rights it otherwise has in all Intellectual Property and Copyrightable Works.

3.    Non-Competition

(a)Executive acknowledges and agrees that the Company is engaged in highly competitive businesses and that by virtue of Executive’s position and responsibilities with the Company and Executive’s access to Confidential Information and Trade Secrets, engaging in any business which is directly competitive with the Company will cause it great and irreparable harm.

(b)Accordingly, both during Executive’s employment with the Company and during the twelve (12) month period following the cessation of Executive’s employment with the Company, whether voluntarily or involuntarily and for any reason, Executive shall not, without the express written consent of the Chief Executive Officer of the Company, directly or indirectly engage in any activity - whether as an employee, consultant, principal, member, agent, officer, director, partner or shareholder (except as a less than 1% shareholder of a publicly traded company) - that is competitive with any business of the Company and that is conducted by the Company as of the date of the termination of the Executive’s employment. For purposes of this Agreement, the Company’s “business” means the provision of services and/or products of the type provided by the Company including but not limited to risk management, risk consulting, insurance broking, alternative risk financing, and insurance program management services; reinsurance broking and consulting, and risk assessment analytics; talent, health, benefits, retirement and investment consulting and services; and management and economic consulting. In recognition of the international nature of the Company’s business, which includes the sale of its products and services globally, this restriction shall apply in all countries throughout the world where the Company does business as of the date of termination of Executive’s employment with the Company. This provision will not prohibit the Executive from being employed by an insurance or reinsurance carrier that is not engaged in activity that is competitive with any business of the Company.

4.    Non-Solicitation/Non-Servicing of Clients

(a)Executive acknowledges and agrees that solely by reason of employment by the Company, Executive has and will come into contact with and develop and maintain relationships with a significant number of the Company’s clients and prospective clients and has and will have access to Confidential Information and Trade Secrets relating thereto, including those regarding the Company’s clients, prospective clients and related information.

(b)Consequently, during the twelve (12) month period following the cessation of Executive’s employment with the Company, whether voluntarily or involuntarily and for any reason, Executive shall not, without the express written consent of the Chief Executive Officer of the Company, directly or indirectly: (i) solicit clients or prospective clients of the Company for the purpose of selling or providing products or services of the type sold or provided by Executive while employed by the Company; (ii) induce clients or prospective clients of the Company to terminate, cancel, not renew, or not place business with the Company; (iii) perform or supervise the performance of services or provision of products of the type sold or provided by Executive while he was employed by the Company on behalf of any clients or prospective clients of the Company;

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or (iv) assist others to do the acts specified in Sections 4(b) (i)-(iii). This restriction shall apply only to those clients or prospective clients of the Company with whom Executive had contact or about whom Executive obtained Confidential Information and Trade Secrets during the last two (2) years of Executive’s employment with the Company. For the purposes of this Section 4, the term “contact” means interaction between Executive and the client which takes place to further the business relationship, or making (or assisting or supervising the performance or provision of) sales to or performing or providing (or assisting or supervising the performance or provision of) services or products for the client on behalf of the Company. For purposes of this Section 4, the term “contact” with respect to a “prospective” client means interaction between Executive and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company. It shall not be a defense to a claim that this Section has been breached that Executive’s new employer or entity for which Executive is performing services has previously solicited or served the client.

5.    Non-Solicitation of Employees

Executive acknowledges and agrees that solely as a result of employment with the Company, and in light of the broad responsibilities of such employment, which include working with other employees of the Company, Executive has and will come into contact with and acquire Confidential Information and Trade Secrets regarding the Company’s other employees. Accordingly, during Executive’s employment with the Company and during the twelve (12) month period following the cessation of Executive’s employment with the Company or any affiliate, whether voluntarily or involuntarily and for any reason, Executive shall not, without the express written consent of the Chief Executive Officer of the Company, either on Executive’s own account or on behalf of any person, company, corporation, or other entity, directly or indirectly, solicit, or endeavor to cause any employee of the Company with whom Executive, during the last two (2) years of his employment with the Company, came into contact for the purpose of soliciting or servicing business or about whom Executive obtained Confidential Information and Trade Secrets, to leave employment with the Company.

6.    Enforcement

(a)Executive acknowledges and agrees that the covenants contained in Sections 1, 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect the Confidential Information and Trade Secrets, business and goodwill of the Company and its subsidiaries. Executive further represents that his experience and capabilities are such that the provisions of this Agreement will not prevent him from earning a livelihood or cause undue hardship and that the covenants contained in Sections 1, 2, 3, 4 and 5 are reasonable in view of the benefits and consideration Executive has received or will receive from the Company.

(b)In recognition of the fact that irreparable harm will result to the Company in the event of any breach or anticipatory breach of Section 1, 2, 3, 4 or 5 of this Agreement by Executive, or Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, and that money damages may not provide adequate relief, the parties agree that the Company shall be entitled to the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and other equitable relief, and Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, expert witness fees, expenses and costs incurred by the Company to defend or enforce the provisions of this Agreement.

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(c)In the event the Company is required to enforce any of its rights contained in Section 4 through legal proceedings, the parties acknowledge that it may be difficult or impossible to ascertain the precise amount of damages or lost profits incurred by the Company. Therefore, in the event of any breach by Executive of Section 4 of this Agreement, in addition to any other relief available to the Company at law or in equity, Executive agrees that the damages for each client lost in whole or in part by the Company as a result of Executive’s breach shall be two hundred percent (200%) of the gross commissions and fees received by the Company from such client during the twelve (12) months preceding the cessation of Executive’s employment. In arriving at this calculation, Executive agrees that the Company and Executive have considered the following factors: (i) the value of the clients; (ii) the business of the Company; (iii) the type and quality of the clients; (iv) the substantial amount of time, effort and expense incurred by the Company in acquiring, developing and maintaining the clients; (v) the number of years the Company typically retains such clients; (vi) the profitability of renewal business; and (vii) various other factors relating to the relationship between the Company and the clients. Executive further agrees that Executive shall be obligated to reimburse the Company for all reasonable costs, expenses and counsel fees incurred by the Company in connection with the enforcement of its rights hereunder.

(d)The restrictive periods set forth in this Agreement (including those set forth in Sections 3, 4 and 5 hereof) shall not expire and shall be tolled during any period in which Executive is in violation of such restrictive periods, and therefore such restrictive periods shall be extended for a period equal to the duration of any violations thereof by Executive.

7.    Employment At-Will

Executive understands that this Agreement does not constitute a contract of employment and does not promise or imply that his employment will continue for any period of time. Unless otherwise agreed to under any employment agreement between Executive and the Company whether executed prior to this Agreement or at any time hereafter, employment with the Company is “at will” and may be terminated either by Executive or the Company at any time, with or without cause, and with or without notice.

8.    Miscellaneous

(a)Governing Law; Choice of Forum. The parties acknowledge that MMC and its operating companies are headquartered in New York, that senior members of the leadership team of the Company are based in New York, and that breach of this Agreement will cause injury in New York. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws provisions. The parties, being desirous of having any disputes resolved in a forum having a substantial body of law and experience with the matters contained herein, agree that any action or proceeding with respect to this Agreement and Executive’s employment shall be brought exclusively in the Civil Court of the City of New York, New York County, or in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, and the parties agree to the jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the said court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. Executive recognizes that, should any dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel or other third party, the preservation of the secrecy of Confidential Information and Trade

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Secrets may be jeopardized. Consequently, Executive agrees that all issues of fact shall be severed for trial without a jury.

(b)Severability. The parties agree they have attempted to limit the scope of the post-employment restrictions contained herein to the extent necessary to protect Confidential Information and Trade Secrets, client relationships and goodwill. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under applicable laws and public policies. Accordingly, if any particular portion of this Agreement shall be adjudicated to be invalid or unenforceable, this Agreement shall be deemed amended to delete therefrom such invalid portion, and reformed to the extent valid and enforceable. Such deletion and reformation shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which such adjudication is made.

(c)Modification; Agreement to Enter into Additional Agreements. No modification of this Agreement shall be valid unless made in a written or electronic instrument signed by both parties hereto, wherein specific reference is made to this Agreement. Should Executive move to a different state or jurisdiction while employed by the Company or upon written request of the Company, Executive agrees to sign, without further consideration, upon direction by the Company, such further writings to effectuate the provisions of this Agreement as necessary to comply with applicable law. Executive’s failure to sign such additional agreements shall constitute a breach of this Agreement.

(d)Non-Waiver. The failure of either the Company or Executive, whether purposeful or otherwise, to exercise in any instance any right, power, or privilege under this Agreement or under law shall not constitute a waiver of the same or any other right, power, or privilege in any other instance. Any waiver by the Company or by Executive must be in a written or electronic instrument signed by either Executive, if Executive is seeking to waive any of his rights under this Agreement, or by the Chief Executive Officer of the Company, if the Company is seeking to waive any of its rights under this Agreement.

(e)Binding Effect. This Agreement shall be binding upon Executive, Executive’s heirs, executors and administrators, and upon the Company, and its affiliates, successors and assigns, and shall inure to the benefit of the Company and its affiliates, successors and assigns. This Agreement may not be assigned by Executive. This Agreement may be enforced by the Company and its affiliates, successors and assigns.

(f)Other Agreements. This Agreement contains the entire agreement between Executive and the Company with respect to non-competition and non-solicitation restrictions, and supersedes and terminates any and all previous such agreements and understandings between Executive and the Company, whether written or oral, with respect to noncompetition or nonsolicitation restrictions. If the non-competition and non-solicitation restrictions contained in this Agreement are ruled invalid for any reason by a court of competent jurisdiction, then the non-competition and non-solicitation restrictions contained in any and all previous agreements shall be revived. The obligations under this Agreement also shall survive any changes made in the future to the employment terms of Executive, including but not limited to changes in salary, benefits, bonus plans, job title and job responsibilities.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first hereinabove set forth.

/s/ Peter Zaffino	/s/ John Q. Doyle
Peter Zaffino	John Q. Doyle
Chairman of Marsh & McLennan Companies’
Risk & Insurance Services segment and
President and Chief Executive Officer, Marsh LLC

EX-12.1

Exhibit 12.1

Marsh & McLennan Companies, Inc. and Subsidiaries

Ratio of Earnings to Fixed Charges

(In millions, except ratios)

	Three Months Ended March 31, 2018		Years Ended December 31,
	(Unaudited)			2017		2016		2015		2014		2013
Earnings
Income before income taxes	$	916		$	2,643	$	2,480	$	2,307	$	2,057	$	1,973
Interest expense	61			237		189		163		165		167
Portion of rents representative of the interest factor	31			118		122		127		131		134
	$	1,008		$	2,998	$	2,791	$	2,597	$	2,353	$	2,274
Fixed Charges
Interest expense	$	61		$	237	$	189	$	163	$	165	$	167
Portion of rents representative of the interest factor	31			118		122		127		131		134
	$	92		$	355	$	311	$	290	$	296	$	301
Ratio of Earnings to Fixed Charges	11.0			8.4		9.0		9.0		7.9		7.6

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Daniel S. Glaser, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 27, 2018	/s/ Daniel S. Glaser
		Daniel S. Glaser
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Mark C. McGivney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marsh & McLennan Companies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	April 27, 2018	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 of Marsh & McLennan Companies, Inc. (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Daniel S. Glaser, the President and Chief Executive Officer, and Mark C. McGivney, Chief Financial Officer, of Marsh & McLennan Companies, Inc. each certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Marsh & McLennan Companies, Inc.

Date:	April 27, 2018	/s/ Daniel S. Glaser
		Daniel S. Glaser
		President and Chief Executive Officer

Date:	April 27, 2018	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 25, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	MARSH & MCLENNAN COMPANIES, INC.
Entity Central Index Key	0000062709
Trading Symbol	MMC
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		507,383,481

XML

Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenue	$ 4,000	$ 3,503
Expense:
Compensation and benefits	2,224	2,005
Other operating expenses	868	749
Operating expenses	3,092	2,754
Operating income	908	749
Other net benefit credits	66	60
Interest income	3	2
Interest expense	(61)	(58)
Investment income	0	0
Income before income taxes	916	753
Income tax expense	220	175
Net income before non-controlling interests	696	578
Less: Net income attributable to non-controlling interests	6	9
Net income attributable to the Company	$ 690	$ 569
Net Income Per Share Attributable to the Company:
Basic net income per share attributable to the Company (usd per share)	$ 1.36	$ 1.10
Diluted net income per share attributable to the Company (usd per share)	$ 1.34	$ 1.09
Average number of shares outstanding:
Average number of shares outstanding - Basic	508	515
Average number of shares outstanding - Diluted	514	522
Shares outstanding at March 31,	508	515

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income before non-controlling interests	$ 696	$ 578
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	228	235
Unrealized investment gains (losses)	0	(5)
(Loss) gain related to pension/post-retirement plans	(84)	33
Other comprehensive income, before tax	144	263
Income tax (credit) expense on other comprehensive income	(8)	7
Other comprehensive income, net of tax	152	256
Comprehensive income	848	834
Less: comprehensive income attributable to non-controlling interest	6	9
Comprehensive income attributable to the Company	$ 842	$ 825

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Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 1,168	$ 1,205
Receivables
Commissions and fees	4,217	3,777
Advanced premiums and claims	70	65
Other	389	401
Gross receivables	4,676	4,243
Less-allowance for doubtful accounts and cancellations	(114)	(110)
Net receivables	4,562	4,133
Other current assets	540	224
Total current assets	6,270	5,562
Goodwill	9,194	9,089
Other intangible assets	1,256	1,274
Fixed assets (net of accumulated depreciation and amortization of $1,889 at March 31, 2018 and $1,826 at December 31, 2017)	713	712
Pension related assets	1,857	1,693
Deferred tax assets	554	669
Other assets	1,535	1,430
Total assets	21,379	20,429
Current liabilities:
Short-term debt	512	262
Accounts payable and accrued liabilities	2,343	2,083
Accrued compensation and employee benefits	813	1,718
Accrued income taxes	261	199
Dividends payable	193	0
Total current liabilities	4,122	4,262
Fiduciary liabilities	5,140	4,847
Less – cash and investments held in a fiduciary capacity	(5,140)	(4,847)
Net fiduciary assets	0	0
Long-term debt	5,815	5,225
Pension, post-retirement and post-employment benefits	1,842	1,888
Liabilities for errors and omissions	312	301
Other liabilities	1,267	1,311
Commitments and contingencies	0	0
Equity:
Preferred stock, $1 par value, authorized 6,000,000 shares, none issued	0	0
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at March 31, 2018 and December 31, 2017	561	561
Additional paid-in capital	682	784
Retained earnings	13,812	13,140
Accumulated other comprehensive loss	(3,905)	(4,043)
Non-controlling interests	81	83
Stockholders' equity before treasury stock	11,231	10,525
Less – treasury shares, at cost, 52,710,521 shares at March 31, 2018 and 51,930,135 shares at December 31, 2017	(3,210)	(3,083)
Total equity	8,021	7,442
Total liabilities and stockholders' equity	$ 21,379	$ 20,429

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Fixed assets, accumulated depreciation and amortization	$ 1,889	$ 1,826
Preferred stock, par value (usd per share)	$ 1	$ 1
Preferred stock, shares authorized	6,000,000	6,000,000
Preferred stock, shares issued	0	0
Common stock, par value (usd per share)	$ 1	$ 1
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	560,641,640	560,641,640
Treasury shares, shares	52,710,521	51,930,135

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating cash flows:
Net income before non-controlling interests	$ 696	$ 578
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	80	80
Amortization of intangible assets	45	40
Adjustments and payments related to contingent consideration liability	(5)	(20)
Provision for deferred income taxes	11	25
(Gain) loss on disposition of assets	(1)	6
Share-based compensation expense	50	42
Changes in assets and liabilities:
Net receivables	(357)	(146)
Other current assets	2	(43)
Other assets	(32)	(25)
Accounts payable and accrued liabilities	135	60
Accrued compensation and employee benefits	(905)	(888)
Accrued income taxes	61	56
Contributions to pension and other benefit plans in excess of current year expense/credit	(96)	(106)
Other liabilities	17	(46)
Effect of exchange rate changes	(65)	(12)
Net cash used for operations	(364)	(399)
Financing cash flows:
Purchase of treasury shares	(250)	(200)
Net increase in commercial paper	249	100
Proceeds from issuance of debt	592	987
Repayments of debt	(3)	(5)
Shares withheld for taxes on vested units – treasury shares	(61)	(48)
Issuance of common stock from treasury shares	32	73
Payments of deferred and contingent consideration for acquisitions	(70)	(34)
Distributions of non-controlling interests	(6)	(1)
Dividends paid	(189)	(175)
Net cash provided by financing activities	294	697
Investing cash flows:
Capital expenditures	(58)	(62)
Net sales of long-term investments	9	11
Proceeds from sales of fixed assets	1	1
Dispositions	3	0
Acquisitions	(24)	(411)
Other, net	(1)	0
Net cash used for investing activities	(70)	(461)
Effect of exchange rate changes on cash and cash equivalents	103	67
Increase in cash and cash equivalents	(37)	(96)
Cash and cash equivalents at beginning of period	1,205	1,026
Cash and cash equivalents at end of period	$ 1,168	$ 930

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Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Shares	Non-Controlling Interests
Balance, beginning of year at Dec. 31, 2016		$ 561	$ 842	$ 12,388	$ (5,093)	$ (2,506)	$ 80
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in accrued stock compensation costs			(43)
Issuance of shares under stock compensation plans and employee stock purchase plans			(66)			175
Cumulative effect of adoption of new revenue recognition standard and other new accounting standards				0	0
Cumulative effect of adoption of new revenue recognition standard and other new accounting standards | Accounting Standards Update 2014-09				0
Net income	$ 578			569			9
Dividend equivalents declared – (per share amounts: $0.75 in 2018 and $0.68 in 2017)				(1)
Dividends declared – (per share amounts: $0.75 in 2018 and $0.68 in 2017)				(350)
Other comprehensive income, net of tax	256				256
Purchase of treasury shares						(200)
Deconsolidation of subsidiary							(2)
Distributions and other changes							0
Balance, end of period at Mar. 31, 2017	6,619		733	12,606	(4,837)	(2,531)	87
Balance, beginning of year at Dec. 31, 2017	7,442	$ 561	784	13,140	(4,043)	(3,083)	83
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in accrued stock compensation costs			(75)
Issuance of shares under stock compensation plans and employee stock purchase plans			(27)			123
Cumulative effect of adoption of new revenue recognition standard and other new accounting standards				0	(14)
Cumulative effect of adoption of new revenue recognition standard and other new accounting standards | Accounting Standards Update 2014-09				364
Net income	696			690			6
Net income | Accounting Standards Update 2014-09	696
Dividend equivalents declared – (per share amounts: $0.75 in 2018 and $0.68 in 2017)				(1)
Dividends declared – (per share amounts: $0.75 in 2018 and $0.68 in 2017)				(381)
Other comprehensive income, net of tax	152				152
Purchase of treasury shares						(250)
Deconsolidation of subsidiary							0
Distributions and other changes							(8)
Balance, end of period at Mar. 31, 2018	8,021		$ 682	$ 13,812	$ (3,905)	$ (3,210)	$ 81
Balance, end of period (Accounting Standards Update 2014-09) at Mar. 31, 2018	$ 8,021

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Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Stockholders' Equity [Abstract]
Dividends declared per share (in dollars per share)	$ 0.75	$ 0.68
Dividend equivalents declared per share (in dollars per share)	$ 0.75	$ 0.68

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Nature of Operations

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Nature of Operations

Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company"), a global professional services firm, is organized based on the different services that it offers. Under this structure, the Company’s two segments are Risk and Insurance Services and Consulting.

The Risk and Insurance Services segment provides risk management solutions, services, advice and insurance broking, reinsurance broking and insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations and private clients. The Company conducts business in this segment through Marsh and Guy Carpenter.

The Company conducts business in its Consulting segment through Mercer and Oliver Wyman Group. Mercer provides consulting expertise, advice, services and solutions in the areas of health, wealth and career. As of March 31, 2018, Mercer had assets under delegated management of approximately $240 billion worldwide. Oliver Wyman Group provides specialized management and economic and brand consulting services.

Acquisitions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8 to the consolidated financial statements.

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Principles of Consolidation and Other Matters

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation and Other Matters

Principles of Consolidation and Other Matters

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K").

The financial information contained herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial statements as of and for the three month periods ended March 31, 2018 and 2017.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value. The Company is required to maintain operating funds of approximately $199 million, primarily related to regulatory requirements outside the United States or as collateral under captive insurance arrangements.

Investments

The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments recognized in earnings. It includes, when applicable, other than temporary declines in the value of debt securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on the Company's investments in private equity funds.

As discussed in Note 17, effective January 1, 2018, the Company adopted new accounting guidance that requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The Company holds certain equity investments, that under legacy Generally Accepted Accounting Principles, were previously accounted as available for sale securities, whereby the mark-to-market change was recorded to other comprehensive income in its consolidated balance sheet. As required, the Company adopted the new accounting, effective January 1, 2018. The Company recorded a cumulative-effect adjustment increase to retained earnings as of the beginning of the period of adoption of $14 million, reflecting the reclassification of cumulative unrealized gains, net of tax as of December 31, 2017 from accumulated other comprehensive income to retained earnings. Prior periods have not been restated.

The Company holds investments in certain private equity funds that are accounted for under the equity method of accounting using a consistently applied three-month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments accounted for using the equity method of accounting are included in "other assets" in the consolidated balance sheets.

The Company recorded a net investment loss of less than $1 million for the three months ended March 31, 2018 compared to net investment income of less than $1 million for the same period in 2017. During the first quarter of 2018, equity method gains of $7 million related to the Company's investments in private equity funds were offset by mark-to-market losses on certain equity investments with readily determinable market values.

Income Taxes

The Company's effective tax rate in the first quarter of 2018 was 23.9% compared with 23.3% in the first quarter of 2017. The rate in the first quarter of 2018 reflects ongoing impacts of the Tax Cuts and Jobs Act (the "TCJA"), primarily the reduced 21% U.S. statutory rate largely offset by higher estimated costs from the new territorial system and greater disallowance of compensation and entertainment deductions. The rate in the first quarter of 2017 reflects foreign operations taxed at rates below the 35% U.S. statutory tax rate, including the effect of repatriation from current earnings. The tax rates in both periods reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, tax legislation and nontaxable adjustments to contingent acquisition consideration. The excess tax benefit related to share based payments is the most significant discrete item, reducing the effective tax rate by 2.4% and 5.8% in the first quarters of 2018 and 2017, respectively.

As a result of TCJA, two discrete provisional charges were recorded in the fourth quarter of 2017. The transition to the new territorial tax system resulted in a transition tax payable over eight years on undistributed earnings of non-U.S. subsidiaries. This mandatory taxation of accumulated foreign earnings substantially changed the economic considerations of continued permanent investment of those accumulated earnings, a key component of the Company's global capital strategy. As a result of the transition tax, the Company anticipates repatriating the majority of the accumulated earnings that it previously intended to permanently invest. A charge of $240 million was recorded in the fourth quarter of 2017 as a provisional estimate of the transition tax and ancillary effects.

The provisional estimate of transition tax includes state taxes and foreign withholding taxes related to the change in the Company's indefinite reinvestment assertion with respect to its pre-2018 foreign earnings. The Company previously considered most unremitted earnings of its non-U.S. subsidiaries, except amounts repatriated in the year earned, to be permanently reinvested and, accordingly, recorded no deferred U.S. income taxes on such earnings. The Company has initially analyzed our global capital requirements and potential tax liabilities attributable to repatriation. The Company estimates that it will repatriate $3.4 billion that was previously considered indefinitely invested. Included in the $240 million charge in 2017 is a $53 million provisional estimate for withholding and state income taxes.

In addition, reducing the U.S. corporate tax rate from 35% to 21% and the change in deductibility of certain compensation awards to executive officers of the Company effective on January 1, 2018, resulted in a net charge of $220 million in the fourth quarter of 2017 to reduce the value of our U.S. deferred tax assets and liabilities. Adjustments during the first quarter of 2018 to provisional estimates of transition taxes and U.S. deferred tax assets and liabilities increased income tax expense by $3 million. These estimates may be further adjusted during 2018 when the Company has finalized its analysis of all the relevant information.

In December of 2017, the SEC issued Staff Accounting Bulletin 118 ("SAB 118"), establishing a one-year measurement period to complete the accounting for the income tax effects of the TCJA. SAB 118 anticipates three alternative states of completion at the end of the reporting period of accounting for these effects: (1) the tax accounting work has been completed with respect to an item; (2) a provisional amount has been recognized because a reasonable estimate was possible, or (3) a reasonable estimate cannot be provided. The Company believes its analysis of the TCJA to date provides an appropriate basis to record a provisional estimate. Our provisional estimates include the effects of the deemed repatriation tax and the Company's position with respect to permanently reinvested earnings, the impact of the Global Intangible Low Taxed Income ("GILTI") provision, and the remeasurement of U.S. deferred tax based on estimated enactment-date deferred tax balances, which may be adjusted in 2018 when the 2017 tax return is filed. However, given the significant complexity of the TCJA, anticipated guidance from the U.S. Treasury about its implementation, the potential for additional guidance from the SEC or FASB, and the global complexity of the Company, these estimates may be adjusted during 2018.

The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position and reliance on the opinion of professional tax advisors.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns. The Company's gross unrecognized tax benefits decreased from $71 million at December 31, 2017 to $70 million at March 31, 2018 due to settlements of audits and expirations of statutes of limitation, partially offset by current accruals. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between zero and approximately $4 million within the next twelve months due to settlements of audits and expirations of statutes of limitation.

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Revenue

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

2018 - Under the New Revenue Recognition Standard

In May 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance related to revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that principle, the entity applies the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation.

The Company adopted the new guidance effective January 1, 2018, using the modified retrospective method, which applies the new guidance beginning in the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2018. The Company elected to apply the modified retrospective method to all contracts. The comparative financial information included herein has not been restated and continues to be reported under the legacy accounting standards that were in effect for those periods.

In the first quarter of 2018, the Company recorded an increase to the opening balance of retained earnings of $364 million to reflect the cumulative effect of adopting this revenue standard. Other revenue included in the consolidated statements of income that is not from contracts with customers is less than one-quarter of one percent of total revenue, and therefore is not presented as a separate line item.

Risk and Insurance Services

Risk and Insurance Services revenue reflects compensation for brokerage and consulting services through commissions and fees. Commission rates and fees vary in amount and can depend upon a number of factors, including the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients. For the majority of the insurance and reinsurance brokerage arrangements, advice and services provided which culminate in the placement of an effective policy are considered a single performance obligation. Arrangements with clients may include the placement of a single policy, multiple policies or a combination of policy placements and other services. Consideration related to such "bundled arrangements" is allocated to the individual performance obligations based on their relative fair value. Revenue for policy placement is generally recognized on the policy effective date, at which point control over the services provided by the Company has transferred to the client and the client has accepted the services. The contractual terms for certain fee based brokerage arrangements meet the criteria for revenue recognition over time. For such arrangements, progress toward completion is estimated using output measures, which correspond to the timing of when revenue is recognized. Fees for non-risk transfer services provided to clients are recognized over time in the period the services are provided, using a proportional performance model, primarily based on input measures. These measures of progress provide a faithful depiction of the progress towards completion of the performance obligation.

Revenue related to reinsurance brokerage for excess of loss ("XOL") treaties is estimated based on contractually specified minimum or deposit premiums, and adjusted as additional evidence of the ultimate amount of brokerage is received. Revenue for quota share treaties is estimated based on indications of estimated premium income provided by the ceding insurer. The estimated brokerage revenue recognized for quota share treaties is constrained to an amount that is probable to not have a significant negative adjustment. The estimated revenue and the constraint are evaluated as additional evidence of the ultimate amount of underlying risks to be covered is received over the 12 to 18 months following the effective date of the placement.

In addition to commissions and fees from its clients, the Company also receives other compensation from insurance companies. This other insurer compensation includes, among other things, payments for consulting and analytics services provided to insurers, fees for administrative and other services provided to or on behalf of insurers (including services relating to the administration and management of quota shares, panels and other facilities in which insurers participate). The Company may also be eligible for certain contingent commissions from insurers based on the attainment of specified metrics (i.e., volume and loss ratio measures) relating to Marsh's placements, particularly in Marsh & McLennan Agency ("MMA") and in parts of Marsh's international operations. Revenue for contingent commissions from insurers is estimated based on historical evidence of the achievement of the respective contingent metrics and recorded as the underlying polices that contribute to the achievement of the metric are placed. Due to the uncertainty of the amount of contingent consideration that will be received, the estimated revenue is constrained to an amount that is probable to not have a significant negative adjustment. Contingent consideration is generally received in the first quarter of the subsequent year.

A significant majority of the Company's Risk and Insurance Services revenue is for performance obligations recognized at a point in time. Marsh and Guy Carpenter also receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others.

Insurance brokerage commissions are generally invoiced on the policy effective date. Fee based arrangements generally include a percentage of the total fee due upon signing the arrangement, with additional fixed installments payable over the remainder of the year. Payment terms range from receipt of invoice up to 30 days of invoice.

Reinsurance brokerage is recognized on the effective date of the treaty. Payment terms depend on the type of reinsurance. For excess of loss treaties, brokerage is typically collected in four installments during an annual treaty period based on a contractually specified minimum or deposit premium. For proportional or quota share treaties, brokerage is billed as underlying insured risks attach to the reinsurance treaty, generally over 12 to 18 months.

Consulting

The major component of revenue in the Consulting business is fees paid by clients for advice and services. Mercer, principally through its health line of business, also receives revenue in the form of commissions received from insurance companies for the placement of group (and occasionally individual) insurance contracts, primarily health, life and accident coverages. Revenue for Mercer’s investment management business and certain of Mercer’s defined benefit administration services consists principally of fees based on assets under delegated management or administration.

Consulting projects in Mercer’s wealth and career businesses, as well as consulting projects in Oliver Wyman typically consist of a single performance obligation, which is recognized over time as control is transferred continuously to customers. Typically, revenue is recognized over time using an input measure of time expended to date relative to total estimated time incurred at project completion. Incurred hours represent services rendered and thereby faithfullydepicts the transfer of control to the customer.

On a limited number of engagements, performance fees may also be earned for achieving certain prescribed performance criteria. Revenue for achievement is estimated and constrained to an amount that is probable to not have a significant negative adjustment.

A significant majority of fee revenues in the Consulting segment is recognized over time.

For consulting projects, Mercer generally invoices monthly in arrears with payment due within 30 days of the invoice date. Fees for delegated management services are either deducted from the net asset value of the fund or invoiced to the client on monthly or quarterly basis in arrears. Oliver Wyman typically bills its clients 30-60 days in arrears with payment due upon receipt of the invoice.

Health brokerage and consulting services are components of both Marsh, which includes MMA, and Mercer, with approximately 70% of such revenues reported in Mercer. Health contracts typically involve a series of distinct services that are treated as a single performance obligation. Revenue for these services is recognized over time based on the amount of remuneration the Company expects to be entitled in exchange for these services. Payments for health brokerage and consulting services are typically paid monthly in arrears from carriers based on insured lives under the contract.

The following schedule disaggregates various components of the Company's revenue:

	Three Months Ended March 31,
	2018
Marsh:
EMEA	$	643
Asia Pacific	164
Latin America	84
Total International	891
U.S./Canada	803
Total Marsh	1,694
Guy Carpenter	637
Subtotal	2,331
Fiduciary interest income	13
Total Risk and Insurance Services	$	2,344
Mercer:
Defined Benefit Consulting & Administration	$	339
Investment Management & Related Services	226
Total Wealth	565
Health	442
Career	164
Total Mercer	1,171
Oliver Wyman	497
Total Consulting	$	1,668

The following schedule provides contract assets and contract liabilities information from contracts with customers.

(In millions)	January 1, 2018		March 31, 2018
Contract Assets	$	128	$	169
Contract Liabilities	$	583	$	657

The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to quota share reinsurance brokerage and contingent insurer revenue. The Company does not have the right to bill and collect revenue for quota share brokerage until the underlying policies written by the ceding insurer attach to the treaty. Estimated revenue related to achievement of volume or loss ratio metrics cannot be billed or collected until all related policy placements are completed and the contingency is resolved. The change in contract assets from January 1, 2018 to March 31, 2018 is primarily due to $128 million of additions during the period partly offset by $87 million transferred to accounts receivables, as the rights to bill and collect became unconditional. Contract assets are included in other current assets in the Company's consolidated balance sheet. Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in other current liabilities in the Company's consolidated balance sheet. Revenue recognized in the current period that was included in the contract liability balance at the beginning of the period was $181 million. The amount of revenue recognized in the first quarter of 2018 from performance obligations satisfied in previous periods, mainly due to variable consideration from contracts with insurers, quota share and excess of loss business and consulting contracts previously considered constrained was $14 million.

The Company applies the practical expedient and therefore does not disclose the value of unsatisfied performance obligations for (1) contracts with original contract terms of one year or less and (2) contracts where the Company has the right to invoice for services performed. The revenue expected to be recognized in future periods during the non-cancellable term of existing contracts greater than one year that is related to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period is approximately $24 million for Marsh, $575 million for Mercer and $8 million for Oliver Wyman. The Company expects revenue in 2019, 2020, 2021, 2022 and 2023 and beyond of $284 million, $155 million, $94 million, $47 million and $27 million, respectively, related to these performance obligations.

Costs to Obtain and Fulfill a Contract

Under the new standard, certain costs to obtain or fulfill a contract that were previously expensed as incurred have been capitalized.

The Company capitalized the incremental costs to obtain contracts primarily related to commissions or sales bonus payments. These deferred costs are amortized over the expected life of the underlying customer relationships.

In Risk and Insurance Services, the Company capitalizes certain pre-placement costs that are considered fulfillment costs that meet the following criteria: these costs 1) relate directly to a contract, 2) enhance resources used to satisfy the Company’s performance obligation and 3) are expected to be recovered through revenue generated by the contract. These costs are amortized as of a point in time when the associated revenue is recognized.

In Consulting, the Company incurs implementation costs necessary to facilitate the delivery of the contracted services. These costs are capitalized and amortized over the initial contract term plus expected renewal periods.

At March 31, 2018, the Company’s capitalized assets related to deferred implementation costs, costs to obtain and costs to fulfill were $39 million, $194 million and $171 million, respectively. Costs to obtain and deferred implementation costs are included primarily in other assets and costs to fulfill are primarily included in other current assets in the Company's consolidated balance sheet. For the first quarter of 2018, the Company recorded amortization expense of $296 million related to these capitalized costs.

The Company has elected to use the practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less.

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Fiduciary Assets and Liabilities

3 Months Ended

Mar. 31, 2018

Fiduciary Assets And Liabilities [Abstract]

Fiduciary Assets and Liabilities

Fiduciary Assets and Liabilities

In its capacity as an insurance broker or agent, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurance underwriters. The Company also collects claims or refunds from underwriters on behalf of insureds. Unremitted insurance premiums and claims proceeds are held by the Company in a fiduciary capacity. Risk and Insurance Services revenue includes interest on fiduciary funds of $13 million and $8 million for the three months ended March 31, 2018 and 2017, respectively. The Consulting segment recorded fiduciary interest income of $1 million in each of the three month periods ended March 31, 2018 and 2017, respectively. Since fiduciary assets are not available for corporate use, they are shown in the consolidated balance sheets as an offset to fiduciary liabilities.

Net uncollected premiums and claims and the related payables amounted to $7.6 billion at March 31, 2018 and $6.8 billion atDecember 31, 2017. The Company is not a principal to the contracts under which the right to receive premiums or the right to receive reimbursement of insured losses arises. Accordingly, net uncollected premiums and claims and the related payables are not assets and liabilities of the Company and are not included in the accompanying consolidated balance sheets.

In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. These advances are made from corporate funds and are reflected in the accompanying consolidated balance sheets as receivables.

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Per Share Data

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Per Share Data

Per Share Data

Basic net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock.

Diluted net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares.

Basic and Diluted EPS Calculation	Three Months Ended March 31,
(In millions, except per share amounts)	2018		2017
Net income before non-controlling interests	$	696	$	578
Less: Net income attributable to non-controlling interests	6		9
Net income attributable to the Company	$	690	$	569
Basic weighted average common shares outstanding	508		515
Dilutive effect of potentially issuable common shares	6		7
Diluted weighted average common shares outstanding	514		522
Average stock price used to calculate common stock equivalents	$	82.83	$	71.32

There were 10.6 million and 12.8 million stock options outstanding as of March 31, 2018 and 2017, respectively.

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Supplemental Disclosures to the Consolidated Statements of Cash Flows

3 Months Ended

Mar. 31, 2018

Supplemental Cash Flow Information [Abstract]

Supplemental Disclosures to the Consolidated Statements of Cash Flows

Supplemental Disclosures to the Consolidated Statements of Cash Flows

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2018 and 2017.

(In millions)	2018			2017
Assets acquired, excluding cash	$	35		$	577
Liabilities assumed	(4		)	(76		)
Contingent/deferred purchase consideration	(7		)	(90		)
Net cash outflow for current year acquisitions	$	24		$	411

(In millions)	2018		2017
Interest paid	$	80	$	62
Income taxes paid, net of refunds	$	128	$	100

The classification of contingent consideration in the statement of cash flows is determined by whether the payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).

The following amounts are included in the consolidated statements of cash flows as a financing activity. The Company paid deferred and contingent consideration of $70 million for the three months ended March 31, 2018. This consisted of deferred purchase consideration related to prior years' acquisitions of $40 million and contingent consideration of $30 million. For the three months ended March 31, 2017, the Company paid deferred and contingent consideration of $34 million, consisting of deferred purchase consideration related to prior years' acquisitions of $26 million and contingent consideration of $8 million.

The following amounts are included in the operating section of the consolidated statements of cash flows. For the three months ended March 31, 2018, the Company recorded an expense for adjustments to acquisition related accounts of $5 million and made contingent consideration payments of $10 million. For the three months ended March 31, 2017, the Company recorded a net credit for adjustments related to acquisition related accounts of $16 million and made contingent consideration payments of $4 million.

The Company had non-cash issuances of common stock under its share-based payment plan of $125 million and $85 million for the three months ended March 31, 2018 and 2017, respectively. The Company recorded stock-based compensation expense for equity awards related to restricted stock units, performance stock units and stock options of $50 million and $42 million for the three-month periods ended March 31, 2018 and 2017, respectively.

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Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

The changes, net of tax, in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three-month period ended March 31, 2018 and 2017, including amounts reclassified out of AOCI, are as follows:

(In millions)	Unrealized Investment Gains (Losses)			Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2017	$	14		$	(2,892	)	$	(1,165	)	$	(4,043	)
Cumulative effect of amended accounting standard	(14		)	—			—			(14		)
Other comprehensive income (loss) before reclassifications	—			(100		)	223			123
Amounts reclassified from accumulated other comprehensive income	—			29			—			29
Net current period other comprehensive income (loss)	—			(71		)	223			152
Balance as of March 31, 2018	$	—		$	(2,963	)	$	(942	)	$	(3,905	)

(In millions)	Unrealized Investment Gains (Losses)			Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2016	$	19		$	(3,232	)	$	(1,880	)	$	(5,093	)
Other comprehensive income (loss) before reclassifications	(3		)	(6		)	235			226
Amounts reclassified from accumulated other comprehensive income	—			30			—			30
Net current period other comprehensive income (loss)	(3		)	24			235			256
Balance as of March 31, 2017	$	16		$	(3,208	)	$	(1,645	)	$	(4,837	)

The components of other comprehensive income (loss) for the three-month period ended March 31, 2018 and 2017 are as follows:

Three Months Ended March 31,	2018									2017
(In millions)	Pre-Tax			Tax (Credit)			Net of Tax			Pre-Tax			Tax (Credit)			Net of Tax
Foreign currency translation adjustments	$	228		$	5		$	223		$	235		$	—		$	235
Unrealized investment gains	—			—			—			(5		)	(2		)	(3		)
Pension/post-retirement plans:
Amortization of losses included in net periodic pension cost:
Prior service credits (a)	(1		)	—			(1		)	—			—			—
Net actuarial losses (a)	37			7			30			40			10			30
Subtotal	36			7			29			40			10			30
Effect of remeasurement	—			—			—			9			2			7
Effect of curtailment	—			—			—			(1		)	—			(1		)
Effect of settlement	—			—			—			1			—			1
Foreign currency translation adjustments	(120		)	(20		)	(100		)	(15		)	(3		)	(12		)
Other	—			—			—			(1		)	—			(1		)
Pension/post-retirement plans (losses) gains	(84		)	(13		)	(71		)	33			9			24
Other comprehensive income (loss)	$	144		$	(8	)	$	152		$	263		$	7		$	256
(a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Tax on prior service cost and net actuarial losses is included in income tax expense.

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Acquisitions

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Acquisitions

Acquisitions

The Company has continued its strategy to grow its businesses and build shareholder value through strategic acquisitions. The Company’s acquisitions have been accounted for as business combinations. Net assets and results of operations are included in the Company’s consolidated financial statements commencing at the respective purchase closing dates. In connection with acquisitions, the Company records the estimated value of the net tangible assets purchased and the value of the identifiable intangible assets purchased, which typically consist of purchased customer lists, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Until final valuations are complete, any change in assumptions could affect the carrying value of tangible assets, goodwill and identifiable intangible assets.

The Risk and Insurance Services segment completed two acquisitions during the first three months of 2018.

• February – MMA acquired Highsmith Insurance Agency, a North Carolina-based independent insurance brokerage firm.

• March – Marsh acquired Hoken Soken, Inc., a Japan-based insurance agency.

The Consulting segment completed two acquisitions during the first three months of 2018.

• January – Oliver Wyman acquired Draw, a U.K.-based digital transformation agency.

• March – Oliver Wyman acquired 8Works Limited, a U.K.-based design thinking consultancy.

Total purchase consideration for acquisitions made during the three months ended March 31, 2018 was $36 million, which consisted of cash paid of $29 million and deferred purchase and estimated contingent consideration of $7 million. Contingent consideration arrangements are based primarily on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or EBITDA of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. The Company also paid $40 million of deferred purchase consideration and $40 million of contingent consideration related to acquisitions made in prior years.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2018 based on their fair values:

For the Three Months Ended March 31, 2018
(In millions)
Cash	$	29
Estimated fair value of deferred/contingent consideration	7
Total Consideration	$	36
Allocation of purchase price:
Cash and cash equivalents	$	5
Accounts receivable, net	3
Other intangible assets	13
Goodwill	15
Other assets	4
Total assets acquired	40
Current liabilities	3
Other liabilities	1
Total liabilities assumed	4
Net assets acquired	$	36

Other intangible assets acquired are based on initial estimates and subject to change based on final valuations during the measurement period post acquisition date. The following chart provides information about other intangible assets acquired during 2018:

	Amount		Weighted Average Amortization Period
Client relationships	$	13	10 years

Prior-Year Acquisitions

The Risk and Insurance Services segment completed seven acquisitions during 2017.

• January – MMA acquired J. Smith Lanier & Co. ("JSL"), a privately held insurance brokerage firm providing insurance, risk management, and employee benefits solutions to businesses and individuals throughout the U.S.

• February – MMA acquired iaConsulting, a Texas-based employee benefits consulting firm.

• March – MMA acquired Blakestad, Inc., a Minnesota-based private client and commercial lines insurance agency, and RJF Financial Services, a Minnesota-based retirement advisory firm.

• May – MMA acquired Insurance Partners of Texas, a Texas-based employee benefits consulting firm.

• August – Marsh acquired International Catastrophe Insurance Managers, LLC, a Colorado-based managing general agent providing property catastrophe insurance to business and homeowners, and MMA acquired Hendrick & Hendrick, Inc., a Texas-based insurance agency.

The Consulting segment completed three acquisitions during 2017.

• August – Mercer acquired Jaeson Associates, a Portugal-based talent management consulting organization.

• December – Mercer acquired Promerit AG, a Germany-based consultancy specializing in HR digitalization and business and HR transformation and BFC Asset Management Co., Ltd., a Japan-based independently owned asset manager, focused on alternative investment strategies.

Total purchase consideration for acquisitions made during the first three months of 2017 was $509 million, which consisted of cash paid of $419 million and deferred purchase and estimated contingent consideration of $90 million. Contingent consideration arrangements are primarily based on EBITDA or revenue targets over a period of two to four years. The fair value of the contingent consideration was based on projected revenue or earnings of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. In the first three months of 2017, the Company also paid $26 million of deferred purchase consideration and $12 million of contingent consideration related to acquisitions made in prior years.

Pro-Forma Information

The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2018 and 2017. In accordance with accounting guidance related to pro-forma disclosures, the information presented for current year acquisitions is as if they occurred on January 1, 2017 and reflects acquisitions made in 2017 as if they occurred on January 1, 2016. The unaudited pro-forma information adjusts for the effects of amortization of acquired intangibles. The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

	Three Months Ended March 31,
(In millions, except per share figures)	2018		2017
Revenue	$	4,002	$	3,539
Net income attributable to the Company	$	690	$	569
Basic net income per share attributable to the Company	$	1.36	$	1.11
Diluted net income per share attributable to the Company	$	1.34	$	1.09

The consolidated statements of income include the results of operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the three month period ended March 31, 2018 included approximately $3 million of revenue and an operating loss of $1 million for acquisitions made in 2018. The consolidated statements of income for the three month period ended March 31, 2017 included $28 million of revenue and operating income of $10 million related to acquisitions made in 2017.

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Goodwill and Other Intangibles

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Goodwill and Other Intangibles

The Company is required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. In accordance with applicable accounting guidance, the Company assesses qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. As part of its assessment, the Company considers numerous factors, including that the fair value of each reporting unit exceeds its carrying value by a substantial margin based on its most recent estimates, whether significant acquisitions or dispositions occurred which might alter the fair value of its reporting units, macroeconomic conditions and their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used in its estimation of reporting unit fair values, industry and market conditions, and the year-over-year change in the Company’s share price. The Company completed its qualitative assessment in the third quarter of 2017 and concluded that a two-step goodwill impairment test was not required in 2017 and that goodwill was not impaired.

Changes in the carrying amount of goodwill are as follows:

March 31,
(In millions)	2018		2017
Balance as of January 1,	$	9,089	$	8,369
Goodwill acquired	15		363
Other adjustments(a)	90		37
Balance at March 31,	$	9,194	$	8,769

^(a) The increase in 2018 primarily reflects the impact of foreign exchange.

Goodwill allocable to the Company’s reportable segments at March 31, 2018 is as follows: Risk and Insurance Services, $6.5 billion and Consulting, $2.7 billion.

Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and reviewed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature.

The gross cost and accumulated amortization at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018						December 31, 2017
(In millions)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Client Relationships	$	1,700	$	560	$	1,140	$	1,672	$	518	$	1,154
Other (a)	241		125		116		234		114		120
Amortized intangibles	$	1,941	$	685	$	1,256	$	1,906	$	632	$	1,274

^(a) Primarily non-compete agreements, trade names and developed technology.

Aggregate amortization expense for the three months ended March 31, 2018 and2017 was $45 million and $40 million, respectively. The estimated future aggregate amortization expense is as follows:

For the Years Ending December 31,
(In millions)	Estimated Expense
2018 (excludes amortization through March 31, 2018)	$	137
2019	174
2020	154
2021	145
2022	132
Subsequent years	514
	$	1,256

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Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value Hierarchy

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:

Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds).

Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.

Level 2. Assets and liabilities whose values are based on the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).

The Company does not have any assets or liabilities that are measured using Level 2 inputs.

Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Liabilities measured using Level 3 inputs include liabilities for contingent purchase consideration.

Valuation Techniques

Equity Securities, Money Market Funds and Mutual Funds – Level 1

Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00.

Contingent Purchase Consideration Liability – Level 3

Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. These arrangements typically provide for the payment of additional consideration if earnings or revenue targets are met over periods from two to four years. The fair value of the contingent purchase consideration liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired entities.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017.

	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions)	03/31/18		12/31/17		03/31/18		12/31/17		03/31/18		12/31/17		03/31/18		12/31/17
Assets:
Financial instruments owned:
Exchange traded equity securities(a)	$	73	$	81	$	—	$	—	$	—	$	—	$	73	$	81
Mutual funds(a)	146		158		—		—		—		—		146		158
Money market funds(b)	27		143		—		—		—		—		27		143
Total assets measured at fair value	$	246	$	382	$	—	$	—	$	—	$	—	$	246	$	382
Fiduciary Assets:
Money market funds	$	36	$	111	$	—	$	—	$	—	$	—	$	36	$	111
Total fiduciary assets measured at fair value	$	36	$	111	$	—	$	—	$	—	$	—	$	36	$	111
Liabilities:
Contingent purchase consideration liability(c)	$	—	$	—	$	—	$	—	$	161	$	189	$	161	$	189
Total liabilities measured at fair value	$	—	$	—	$	—	$	—	$	161	$	189	$	161	$	189

^(a) Included in other assets in the consolidated balance sheets.

^(b) Included in cash and cash equivalents in the consolidated balance sheets.

^(c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.

During the three-month period ended March 31, 2018, there were no assets or liabilities that were transferred between any of the levels.

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2018 and 2017 that represent contingent consideration related to acquisitions:

	Three Months Ended March 31,
(In millions)	2018			2017
Balance at beginning of period,	$	189		$	241
Additions	6			34
Payments	(40		)	(12		)
Revaluation Impact	5			(16		)
Other (a)	1			—
Balance at March 31,	$	161		$	247

^(a) Primarily reflects the impact of foreign exchange.

The fair value of the contingent purchase consideration liability is based on projections of revenue and EBITDA for the acquired entities in relation to the established targets and is reassessed on a quarterly basis. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net increase in the estimated fair value of such liabilities for prior-period acquisitions of $5 million in the three-month period ended March 31, 2018. A 5% increase in the above mentioned projections would increase the liability by approximately $19 million. A 5% decrease in the above mentioned projections would decrease the liability by approximately $20 million.

Long-Term Investments

The Company holds investments in certain private equity investments, public companies and private companies that are accounted for using the equity method of accounting. The carrying value of these investments was $424 million and $405 million at March 31, 2018 and December 31, 2017, respectively.

Investments Accounted For Using the Equity Method of Accounting

Private Equity Investments

The Company's investments in private equity funds were $74 million and $76 million at March 31, 2018 and December 31, 2017, respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings, investment gains/losses for its proportionate share of the change in fair value of the funds. These investments are included in other assets in the consolidated balance sheets.

Investments in Public and Private Companies

Alexander Forbes: The Company owns approximately 33% of the common stock of Alexander Forbes, a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. As of March 31, 2018, the carrying value of the Company’s investment in Alexander Forbes was approximately $286 million. As of March 31, 2018, the market value of the approximately 443 million shares of Alexander Forbes owned by the Company, based on the March 31, 2018 closing share price of 7.20 South African Rand per share, was approximately $269 million. The Company considered several factors in assessing its investment in Alexander Forbes, including its financial position, the near- and long-term prospects of Alexander Forbes and the broader South African economy and capital markets, the length of time and extent to which the market value was below cost and the Company’s intent and ability to retain the investment for a sufficient period of time to allow for anticipated recovery in market value. During the first quarter of 2018, the Alexander Forbes average opening and closing stock price was approximately 6.95 Rand (approximately 93% of the original purchase price) and ranged from a low of 6.31 Rand (in early February) to a high of 7.34 Rand (in late March) (approximately 84% to 98% of the purchase price). Based on its assessment of the factors discussed above, the Company determined the investment was not impaired.

The Company’s investment in Alexander Forbes and its other equity investments in private insurance and consulting companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated statements of income and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments on a one quarter lag basis.

Other Investments

At March 31, 2018 the Company held certain equity investments with readily determinable market values of $89 million. During the first three months of 2018, the Company recorded an investment loss of $8 million, which reflects the decrease in the market value of these investments as compared to December 31, 2017. The Company also holds investments without readily determinable market values of $59 million at March 31, 2018.

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Retirement Benefits

3 Months Ended

Mar. 31, 2018

Defined Benefit Plan [Abstract]

Retirement Benefits

Retirement Benefits

The Company maintains qualified and non-qualified defined benefit pension plans for some of its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit pension plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers such plans.

The target asset allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed income and at March 31, 2018 the actual allocation for the Company's U.S. Plan was 63% equities and equity alternatives and 37% fixed income. The target allocation for the U.K. plans at March 31, 2018 was34% equities and equity alternatives and 66% fixed income. At March 31, 2018, the actual allocation for the U.K. Plans was 37% equities and equity alternatives and 63% fixed income. The Company's U.K. Plans comprised approximately 81% of non-U.S. plan assets at December 31, 2017. The assets of the Company's defined benefit plans are diversified and are managed in accordance with applicable laws and with the goal of maximizing the plans' real return within acceptable risk parameters. The Company generally uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.

The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:

Combined U.S. and significant non-U.S. plans	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018			2017
Service cost	$	10		$	18		$	—		$	—
Interest cost	118			122			1			1
Expected return on plan assets	(221		)	(224		)	—			—
Amortization of prior service (credit) cost	—			—			(1		)	1
Recognized actuarial loss (gain)	37			40			—			—
Net periodic benefit (credit) cost	$	(56	)	$	(44	)	$	—		$	2
Curtailment gain	—			(1		)	—			—
Settlement loss	—			1			—			—
Total (credit) cost	$	(56	)	$	(44	)	$	—		$	2

As discussed in Note 17, effective January 1, 2018, the Company adopted the new guidance that changes the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs. Accordingly, we have reclassified prior period information in the following chart to conform with the current year's presentation:

Amounts Recorded in the Consolidated Statement of Income
Combined U.S. and significant non-U.S. plans	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018		2017
Compensation and benefits expense (Operating income)	$	10		$	18		$	—	$	—
Other net benefit credits	(66		)	(62		)	—		2
Total (credit) cost	$	(56	)	$	(44	)	$	—	$	2

U.S. Plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018		2017
Service cost	$	—		$	—		$	—	$	—
Interest cost	59			66			—		—
Expected return on plan assets	(89		)	(89		)	—		—
Amortization of prior service cost	—			—			—		1
Recognized actuarial loss (gain)	13			9			—		—
Net periodic benefit (credit) cost	$	(17	)	$	(14	)	$	—	$	1

Significant non-U.S. plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018			2017
Service cost	$	10		$	18		$	—		$	—
Interest cost	59			56			1			1
Expected return on plan assets	(132		)	(135		)	—			—
Amortization of prior service credit	—			—			(1		)	—
Recognized actuarial loss	24			31			—			—
Net periodic benefit (credit) cost	$	(39	)	$	(30	)	$	—		$	1
Curtailment gain	—			(1		)	—			—
Settlement loss	—			1			—			—
Total (credit) cost	$	(39	)	$	(30	)	$	—		$	1

In March 2017, the Company modified its defined benefit pension plans in Canada to discontinue further benefit accruals for participants after December 31, 2017 and replaced them with a defined contribution arrangement. The Company also amended its post-retirement benefits plan in Canada so that individuals who retire after April 1, 2019 will not be eligible to participate, except in certain situations. The Company re-measured the assets and liabilities of the plans, based on assumptions and market conditions on the amendment date.

The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:

Combined U.S. and significant non-U.S. plans	Pension Benefits				Post-retirement Benefits
March 31,	2018		2017		2018		2017
Weighted average assumptions:
Expected return on plan assets	5.83	%	6.64	%	—		—
Discount Rate	3.07	%	3.40	%	3.21	%	3.64	%
Rate of compensation increase	1.73	%	1.77	%	—		—

The Company made approximately $33 million of contributions to its U.S. and non-U.S. defined benefit plans in the first three months of 2018. The Company expects to contribute approximately $76 million to its U.S. pension and non-U.S. pension plans during the remainder of 2018.

Defined Contribution Plans

The Company maintains certain defined contribution plans ("DC Plans") for its employees, the most significant being in the U.S. and the U.K. The cost of the U.S. DC Plans was $34 million for both 2018 and 2017. The cost of the U.K. DC Plans was $22 million and $20 million in 2018 and 2017, respectively.

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Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt

Debt

The Company’s outstanding debt is as follows:

(In millions)	March 31, 2018		December 31, 2017
Short-term:
Commercial paper	$	249	$	—
Current portion of long-term debt	263		262
	512		262
Long-term:
Senior notes – 2.55% due 2018	250		250
Senior notes – 2.35% due 2019	299		299
Senior notes – 2.35% due 2020	498		498
Senior notes – 4.80% due 2021	499		498
Senior notes – 2.75% due 2022	497		496
Senior notes – 3.30% due 2023	348		348
Senior notes – 4.05% due 2023	248		248
Senior notes – 3.50% due 2024	596		596
Senior notes – 3.50% due 2025	496		496
Senior notes – 3.75% due 2026	596		596
Senior notes – 5.875% due 2033	297		297
Senior notes – 4.35% due 2047	492		492
Senior notes – 4.20% due 2048	592		—
Mortgage – 5.70% due 2035	367		370
Other	3		3
	6,078		5,487
Less current portion	263		262
	$	5,815	$	5,225

The senior notes in the table above are registered by the Company with the Securities and Exchange Commission and are not guaranteed.

The Company has established a short-term debt financing program of up to $1.5 billion through the issuance of commercial paper. The proceeds from the issuance of commercial paper are used for general corporate purposes. The Company had $249 million of commercial paper outstanding at March 31, 2018 at an effective interest rate of 2.44%.

In March 2018, the Company issued $600 million of 4.20% senior notes due 2048. The Company used the net proceeds for general corporate purposes.

In January 2017, the Company issued $500 million of 2.75% senior notes due 2022 and $500 million of 4.35% senior notes due 2047. The Company used the net proceeds for general corporate purposes, including the repayment of a $250 million debt maturity in April 2017.

The Company and certain of its foreign subsidiaries maintain a $1.5 billion multi-currency five-year unsecured revolving credit facility. The interest rate on this facility is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. This facility expires in November 2020 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. There were no borrowings outstanding under this facility at March 31, 2018.

Fair Value of Short-term and Long-term Debt

The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.

	March 31, 2018				December 31, 2017
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short-term debt	$	512	$	514	$	262	$	264
Long-term debt	$	5,815	$	5,908	$	5,225	$	5,444

The fair value of the Company’s short-term debt consists primarily of commercial paper and term debt maturing within the next year and its fair value approximates its carrying value. The estimated fair value of a primary portion of the Company's long-term debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. Short- and long-term debt would be classified as Level 2 in the fair value hierarchy.

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Restructuring Costs

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring Costs

The Company recorded total restructuring costs of $6 million in the first three months of 2018, primarily for severance at Marsh and Corporate, as well as future rent under non-cancelable leases at Corporate. These costs were incurred in Risk and Insurance Services ($3 million), Consulting ($1 million) and Corporate ($2 million).

Details of the restructuring activity from January 1, 2017 through March 31, 2018, which includes liabilities from actions prior to 2018, are as follows:

(In millions)	Liability at 1/1/17		Amounts Accrued		Cash Paid			Other		Liability at 12/31/17		Amounts Accrued		Cash Paid			Other			Liability at 3/31/18
Severance	$	32	$	31	$	(49	)	$	1	$	15	$	5	$	(4	)	$	(1	)	$	15
Future rent under non-cancelable leases and other costs	61		9		(22		)	2		50		1		(4		)	1			48
Total	$	93	$	40	$	(71	)	$	3	$	65	$	6	$	(8	)	$	—		$	63

The expenses associated with the above initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable and accrued liabilities, other liabilities or accrued compensation and employee benefits, depending on the nature of the items.

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Common Stock

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Common Stock

Common Stock

During the first three months of 2018, the Company repurchased approximately 3.0 million shares of its common stock for consideration of $250 million. In November 2016, the Board of Directors of the Company authorized the Company to repurchase up to $2.5 billion in shares of the Company's common stock, which superseded any prior authorizations. As of March 31, 2018, the Company remained authorized to repurchase up to approximately $1.3 billion in shares of its common stock. There is no time limit on the authorization. During the first three months of 2017, the Company repurchased approximately 2.7 million shares of its common stock for consideration of $200 million.

The Company issued approximately 2.3 million and 3.3 million shares related to stock compensation and employee stock purchase plans during the first three months of 2018 and 2017, respectively.

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Claims, Lawsuits And Other Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Claims, Lawsuits, and Other Contingencies

Claims, Lawsuits and Other Contingencies

Litigation Matters

The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the ordinary course of business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims may seek damages, including punitive and treble damages, in amounts that could be significant. In establishing liabilities for errors and omissions claims in accordance with FASB guidance on Contingencies - Loss Contingencies, the Company uses case level reviews by inside and outside counsel, and internal actuarial analysis by Oliver Wyman Group, a subsidiary of the Company, and other methods to estimate potential losses. A liability is established when a loss is both probable and reasonably estimable. The liability is reviewed quarterly and adjusted as developments warrant. In many cases, the Company has not recorded a liability, other than for legal fees to defend the claim, because we are unable, at the present time, to make a determination that a loss is both probable and reasonably estimable.

To the extent that expected losses exceed our deductible in any policy year, the Company also records an asset for the amount that we expect to recover under any available third-party insurance programs. The Company has varying levels of third-party insurance coverage, with policy limits and coverage terms varying significantly by policy year.

Governmental Inquiries and Enforcement Matters

Our activities are regulated under the laws of the United States and its various states, the European Union and its member states, and the other jurisdictions in which the Company operates.

Risk and Insurance Services Segment

In April 2017, the Financial Conduct Authority in the United Kingdom (the "FCA") commenced a civil competition investigation into the aviation insurance and reinsurance sector. In connection with that investigation, the FCA carried out an on-site inspection at the London office of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United Kingdom. The FCA indicated that it had reasonable grounds for suspecting that Marsh Limited and other participants in the market have been sharing competitively sensitive information within the aviation insurance and reinsurance broking sector.

In October 2017, the Company received a notice that the Directorate-General for Competition of the European Commission had commenced a civil investigation of a number of insurance brokers, including Marsh, regarding "the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area ("EEA"), as well as possible coordination between competitors." In light of the action taken by the European Commission, the FCA informed Marsh Limited at the same time that it has discontinued its investigation under U.K. competition law into the aviation insurance and reinsurance sector.

In July 2017, the Directorate-General for Competition of the European Commission together with the Irish Competition and Consumer Protection Commission conducted on-site inspections at the offices of Marsh and other industry participants in Dublin in connection with an investigation regarding the "possible participation in anticompetitive agreements and/or concerted practices contrary to [E.U. competition law] in the market for commercial motor insurance in the Republic of Ireland."

We are cooperating with these investigations and are conducting our own reviews. As these investigations are at early stages, we are unable to predict their likely timing, outcome or ultimate impact. There can be no assurance that the ultimate resolution of these or any related matters will not have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

In November 2017, the FCA announced the terms of reference for a market study concerning the wholesale insurance broker sector in the United Kingdom, which affects Marsh and Guy Carpenter. The FCA is conducting the study to assess "how effectively competition is working in the wholesale insurance broker sector" and "how brokers influence competition in the underwriting sector." The FCA is expected to publish its interim report by the end of 2018, with a final report expected in 2019.

Consulting Segment

In June 2017, the FCA issued a final report in connection with a market study of the U.K. asset management industry, which includes asset managers and investment consultants, including Mercer. Following the report, in September 2017, the FCA announced its decision to refer the investment consultancy and fiduciary management markets to the U.K. Competition & Markets Authority (the "CMA") for a market investigation. The CMA expects to issue its provisional decision in July 2018 and to conclude its investigation of the investment consultancy and fiduciary management markets by March 2019.

In the ordinary course of business, the Company is also subject to other investigations, market studies, subpoenas, lawsuits and other regulatory actions undertaken by governmental authorities.

Other Contingencies-Guarantees

In connection with its acquisition of U.K.-based Sedgwick Group in 1998, the Company acquired several insurance underwriting businesses that were already in run-off, including River Thames Insurance Company Limited ("River Thames"), which the Company sold in 2001. Sedgwick guaranteed payment of claims on certain policies underwritten through the Institute of London Underwriters (the "ILU") by River Thames. The policies covered by this guarantee were reinsured up to £40 million by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by segregated assets held in a trust. As of March 31, 2018, the reinsurance coverage exceeded the best estimate of the projected liability of the policies covered by the guarantee. To the extent River Thames or the reinsurer is unable to meet its obligations under those policies, a claimant may seek to recover from the Company under the guarantee.

From 1980 to 1983, the Company owned indirectly the English & American Insurance Company ("E&A"), which was a member of the ILU. The ILU required the Company to guarantee a portion of E&A's obligations. After E&A became insolvent in 1993, the ILU agreed to discharge the guarantee in exchange for the Company's agreement to post an evergreen letter of credit that is available to pay claims by policyholders on certain E&A policies issued through the ILU and incepting between July 3, 1980 and October 6, 1983. Certain claims have been paid under the letter of credit and the Company anticipates that additional claimants may seek to recover against the letter of credit.

* * * *

The pending proceedings described above and other matters not explicitly described in this Note 15 on Claims, Lawsuits and Other Contingencies may expose the Company or its subsidiaries to liability for significant monetary damages, fines, penalties or other forms of relief. Where a loss is both probable and reasonably estimable, the Company establishes liabilities in accordance with FASB guidance on Contingencies - Loss Contingencies. Except as described above, the Company is not able at this time to provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company's consolidated results of operations, financial position or cash flows. This is primarily because these matters are still developing and involve complex issues subject to inherent uncertainty. Adverse determinations in one or more of these matters could have a material impact on the Company's consolidated results of operations, financial condition or cash flows in a future period.

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Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company is organized based on the types of services provided. Under this structure, the Company’s segments are:

▪ Risk and Insurance Services, comprising insurance services (Marsh) and reinsurance services (Guy Carpenter); and

▪ Consulting, comprising Mercer and Oliver Wyman Group.

The accounting policies of the segments are the same as those used for the consolidated financial statements described in Note 1 to the Company’s 2017 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to integration and restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.

Selected information about the Company’s operating segments for the three-month period ended March 31, 2018 and 2017 are as follows:

	Three Months Ended March 31,
(In millions)	Revenue				Operating Income (Loss)
2018–
Risk and Insurance Services	$	2,344		(a)	$	716
Consulting	1,668			(b)	247
Total Operating Segments	4,012				963
Corporate / Eliminations	(12		)		(55		)
Total Consolidated	$	4,000			$	908
2017–
Risk and Insurance Services	$	1,989		(a)	$	568
Consulting	1,526			(b)	225
Total Operating Segments	3,515				793
Corporate / Eliminations	(12		)		(44		)
Total Consolidated	$	3,503			$	749

^(a) Includes inter-segment revenue of $1 million in 2018, interest income on fiduciary funds of $13 million and $8 million in 2018 and 2017, respectively, and equity method (loss) income of $(1) million and $2 million in 2018 and 2017, respectively.

^(b) Includes inter-segment revenue of $11 million and $12 million in 2018 and 2017, respectively, interest income on fiduciary funds of $1 million in both 2018 and in 2017, and equity method income of $3 million in 2018 and $4 million in 2017, respectively.

Details of operating segment revenue for the three-month period ended March 31, 2018 and 2017 are as follows:

	Three Months Ended March 31,
(In millions)	2018			2017
Risk and Insurance Services
Marsh	$	1,703		$	1,602
Guy Carpenter	641			387
Total Risk and Insurance Services	2,344			1,989
Consulting
Mercer	1,171			1,077
Oliver Wyman Group	497			449
Total Consulting	1,668			1,526
Total Operating Segments	4,012			3,515
Corporate / Eliminations	(12		)	(12		)
Total	$	4,000		$	3,503

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New Accounting Guidance

3 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Guidance

ew Accounting Guidance

New Accounting Pronouncements Effective January 1, 2018:

The following new accounting standards were adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2018:

New Revenue Recognition Standard

In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the new guidance effective January 1, 2018, using the modified retrospective method, which applies the new guidance beginning with the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2018. The Company elected to apply the modified retrospective method to all contracts.

The guidance includes requirements to estimate variable or contingent consideration to be received, which will result in revenue being recognized earlier than under legacy GAAP. In addition, the guidance requires the capitalization and amortization of certain costs which were expensed as incurred under legacy GAAP. As discussed in more detail below, the adoption of this new revenue recognition standard will shift revenue among quarters from historical patterns, but is not expected to have a significant year-over-year impact on annual revenue.

Upon adoption of the new revenue standard, the Company recognized significant movement in the quarterly timing of revenue recognized in the Risk and Insurance Services segment. In particular, under the new standard the recognition of revenue for reinsurance broking was accelerated from historical patterns. Estimated revenue from these treaties is recognized largely at the policy effective date at which point control over the services provided by the Company transfers to the client and the client has accepted the services. This resulted in a significant increase in revenue in the first quarter of 2018 compared to the same period in 2017. Prior to the adoption of this standard, revenue related to most reinsurance placements was recognized on the later of billing or effective date as premiums are determined by the primary insurers and attached to the reinsurance treaties. Typically, this resulted in revenue being recognized over a 12 to 18 month period.

The timing of revenue recognition for certain fee based brokerage arrangements will shift among quarters. However, since the vast majority of the Company's fee arrangements involve contracts that cover a single year of services, the Company does not expect there will be a significant change in the amount of revenue recognized in an annual period.

In the Risk and Insurance Services segment, certain pre-placement costs are now deferred and amortized into earnings when revenue from the placement is recognized. These costs were previously expensed as incurred. As such, the Company expects the recognition of costs to shift among quarters.

In the Consulting segment, the adoption of the new revenue standard will not have a significant impact on the timing of revenue recognition in quarterly or annual periods.

In Consulting, the Company incurs implementation costs necessary to facilitate the delivery of the contracted services. The Company has concluded that certain additional implementation costs previously expensed under legacy GAAP will be deferred under the new guidance. In addition, the amortization period for these implementation costs will include the initial contract term plus expected renewals.

The cumulative effect of adopting the standard, net of tax, on January 1, 2018 resulted in an increase to the opening balance of retained earnings of $364 million, with offsetting increases/decreases to other balance sheet accounts, e.g. accounts receivable, other assets and deferred income taxes. The comparative information and prior periods was not restated and will continue to be reported under the legacy accounting standards that were in effect for those periods.

The impact of adoption of the new revenue standard on the Company's consolidated income statement was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Revenue	$	4,000		$	(161	)	$	3,839
Expense:
Compensation and Benefits	2,224			(60		)	2,164
Other Operating Expenses	868			—			868
Operating Expenses	3,092			(60		)	3,032
Operating Income	908			(101		)	807
Other Net Benefit Credits	66			—			66
Interest Income	3			—			3
Interest Expense	(61		)	—			(61		)
Income Before Income Taxes	916			(101		)	815
Income Tax Expense	220			(26		)	194
Net Income Before Non-Controlling Interests	696			(75		)	621
Less: Net Income Attributable to Non-Controlling Interests	6			—			6
Net Income Attributable to the Company	$	690		$	(75	)	$	615

The impact of adoption of the new revenue standard on the Company's consolidated balance sheet was as follows (in millions):

	March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
ASSETS
Current assets:
Cash and cash equivalents	$	1,168		$	—		$	1,168
Net receivables	4,562			(242		)	4,320
Other current assets	540			(294		)	246
Total current assets	6,270			(536		)	5,734
Goodwill and intangible assets	10,450			—			10,450
Fixed assets, net	713			—			713
Pension related assets	1,857			—			1,857
Deferred tax assets	554			119			673
Other assets	1,535			(231		)	1,304
TOTAL ASSETS	$	21,379		$	(648	)	$	20,731
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	512		$	—		$	512
Accounts payable and accrued liabilities	2,343			(176		)	2,167
Accrued compensation and employee benefits	813			—			813
Accrued income taxes	261			—			261
Dividends payable	193			—			193
Total current liabilities	4,122			(176		)	3,946
Fiduciary liabilities	5,140			—			5,140
Less - cash and investments held in a fiduciary capacity	(5,140		)	—			(5,140		)
	—			—			—
Long-term debt	5,815			—			5,815
Pension, post-retirement and post-employment benefits	1,842			—			1,842
Liabilities for errors and omissions	312			—			312
Other liabilities	1,267			(33		)	1,234
Total equity	8,021			(439		)	7,582
TOTAL LIABILITIES AND EQUITY	$	21,379		$	(648	)	$	20,731

The impact of adoption of the new revenue standard on the Company's consolidated statement of cash flow was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Operating cash flows:
Net income before non-controlling interests	$	696		$	(75	)	$	621
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	80			—			80
Amortization of intangible assets	45			—			45
Adjustments and payments related to contingent consideration liability	(5		)	—			(5		)
Provision for deferred income taxes loss on disposal of assets	11			—			11
Gain on disposition of assets	(1		)	—			(1		)
Share-based compensation expense	50			—			50
Changes in assets and liabilities:
Net receivables	(357		)	174			(183		)
Other current assets	2			(24		)	(22		)
Other assets	(32		)	(11		)	(43		)
Accounts payable and accrued liabilities	135			(54		)	81
Accrued compensation and employee benefits	(905		)	—			(905		)
Accrued income taxes	61			—			61
Contributions to pension excess of expense/credit	(96		)	—			(96		)
Other liabilities	17			(10		)	7
Effect of exchange rate changes	(65		)	—			(65		)
Net cash used for operations	$	(364	)	$	—		$	(364	)

Theadoption of the revenue recognition standard did not have an impact on the Company's financing or investing cash flows.

Other Standards Adopted Effective January 1, 2018 using the modified retrospective approach

In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires investments in equity securities (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance was effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company holds certain equity investments that under legacy GAAP were previously treated as available for sale securities, whereby the mark-to-market change was recorded to other comprehensive income in its consolidated balance sheet. The Company adopted the new accounting guidance, effective January 1, 2018, recording a cumulative-effect adjustment increase to retained earnings as of the beginning of the period of adoption of $14 million, reflecting the reclassification of cumulative unrealized gains, net of tax as of December 31, 2017 from accumulated other comprehensive income to retained earnings. Therefore, prior periods have not been restated.

In October 2016, the FASB also issued new guidance which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted the new guidance, effective January 1, 2018, recording a cumulative-effect adjustment decrease to retained earnings of approximately $14 million as of the beginning of the period of adoption.

The impact on the Company's balance sheet as of January 1, 2018 related to the adoption of the accounting standards using the modified retrospective approach as discussed above is as follows:

			Adjustments
	Balance at December 31, 2017		Revenue Recognition			Financial Instruments			Intra-Entity Transfer			Balance at January 1, 2018
Balance Sheet
Assets
Net Receivables	$	4,133	$	68		$	—		$	—		$	4,201
Other Current Assets	224		318			—			—			542
Other Assets	1,430		226			—			—			1,656
Deferred Tax Assets	669		(103		)	—			(14		)	552
Liabilities
Accounts Payable and Accrued Liabilities	2,083		122			—			—			2,205
Other Liabilities	1,311		23			—			—			1,334
Equity
Other Accumulated Comprehensive Income	—		—			(14		)	—			(14		)
Retained Earnings	$	13,140	$	364		$	14		$	(14	)	$	13,504

Cumulative effect adjustment related to the adoption of the revenue recognition standard

The cumulative effect adjustment recorded to net receivables is primarily related to contingent brokerage revenue and reinsurance revenue placements. Under the new guidance, the Company is required to record an estimate of variable or contingent consideration earlier than under the previous rules. Also under the new guidance, revenue related to most reinsurance placements is accelerated versus previous patterns.

The cumulative effect adjustments also includes the capitalization of costs to fulfill and costs to obtain that are included in other current assets and other assets, respectively. These costs were previously expensed as incurred. The adjustment to accounts payable and accrued liabilities includes deferred revenue related to the timing of fee revenue recognition for fee based arrangements and certain post placement servicing costs, primarily related to reinsurance brokerage costs that were previously expensed as incurred.

Adoption of amended accounting standard using the retrospective application approach

Effective January 1, 2018, the Company adopted new guidance that changes the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs. Accordingly, we have reclassified prior period information in the consolidated results of operations, segment data and related disclosures contained inour management's discussion and analysis and notes to the consolidated financial statements to reflect the retrospective adoption of this standard.

Other accounting standards adopted effective January 1, 2018

In November 2016, the FASB issued new guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance, which is required to be applied retrospectively to all periods presented, effective January 1, 2018. The adoption of this guidance did not impact the Company's consolidated balance sheets or consolidated statements of cash flows.

In August 2016, the FASB issued new guidance which adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including cash payments for debt prepayments or debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. The Company adopted this guidance effective January 1, 2018. The adoption of this guidance did not impact the Company's consolidated statements of cash flows.

In January 2017, the FASB issued guidance which clarifies the definition of a business in order to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this guidance effective January 1, 2018. The adoption of this standard did not have an impact on the Company's financial position or results of operations.

New Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial position or results of operations.

In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financing or operating lease. However, unlike current GAAP, which requires that only capital leases be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model. The new guidance on leases is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. The Company is currently evaluating the impact the adoption of the guidance will have on its financial position and results of operations, but expects material "right of use" assets and lease liabilities to be recorded on its consolidated balance sheets.

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Principles of Consolidation and Other Matters (Policies)

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

The consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations for interim filings, the Company believes that the information and disclosures presented are adequate to make such information and disclosures not misleading.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of certificates of deposit and time deposits, with original maturities of three months or less, and money market funds. The estimated fair value of the Company's cash and cash equivalents approximates their carrying value.

Investments

The Company holds investments in certain private equity funds that are accounted for under the equity method of accounting using a consistently applied three-month lag period adjusted for any known significant changes from the lag period to the reporting date of the Company. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. Investment gains or losses for the Company's proportionate share of the change in fair value of the funds are recorded in earnings. Investments accounted for using the equity method of accounting are included in "other assets" in the consolidated balance sheets.

Income Taxes

The Company's effective tax rate in the first quarter of 2018 was 23.9% compared with 23.3% in the first quarter of 2017. The rate in the first quarter of 2018 reflects ongoing impacts of the Tax Cuts and Jobs Act (the "TCJA"), primarily the reduced 21% U.S. statutory rate largely offset by higher estimated costs from the new territorial system and greater disallowance of compensation and entertainment deductions. The rate in the first quarter of 2017 reflects foreign operations taxed at rates below the 35% U.S. statutory tax rate, including the effect of repatriation from current earnings. The tax rates in both periods reflect the impact of discrete tax matters such as excess tax benefits related to share-based compensation, tax legislation and nontaxable adjustments to contingent acquisition consideration. The excess tax benefit related to share based payments is the most significant discrete item, reducing the effective tax rate by 2.4% and 5.8% in the first quarters of 2018 and 2017, respectively.

As a result of TCJA, two discrete provisional charges were recorded in the fourth quarter of 2017. The transition to the new territorial tax system resulted in a transition tax payable over eight years on undistributed earnings of non-U.S. subsidiaries. This mandatory taxation of accumulated foreign earnings substantially changed the economic considerations of continued permanent investment of those accumulated earnings, a key component of the Company's global capital strategy. As a result of the transition tax, the Company anticipates repatriating the majority of the accumulated earnings that it previously intended to permanently invest. A charge of $240 million was recorded in the fourth quarter of 2017 as a provisional estimate of the transition tax and ancillary effects.

The provisional estimate of transition tax includes state taxes and foreign withholding taxes related to the change in the Company's indefinite reinvestment assertion with respect to its pre-2018 foreign earnings. The Company previously considered most unremitted earnings of its non-U.S. subsidiaries, except amounts repatriated in the year earned, to be permanently reinvested and, accordingly, recorded no deferred U.S. income taxes on such earnings. The Company has initially analyzed our global capital requirements and potential tax liabilities attributable to repatriation. The Company estimates that it will repatriate $3.4 billion that was previously considered indefinitely invested. Included in the $240 million charge in 2017 is a $53 million provisional estimate for withholding and state income taxes.

In addition, reducing the U.S. corporate tax rate from 35% to 21% and the change in deductibility of certain compensation awards to executive officers of the Company effective on January 1, 2018, resulted in a net charge of $220 million in the fourth quarter of 2017 to reduce the value of our U.S. deferred tax assets and liabilities. Adjustments during the first quarter of 2018 to provisional estimates of transition taxes and U.S. deferred tax assets and liabilities increased income tax expense by $3 million. These estimates may be further adjusted during 2018 when the Company has finalized its analysis of all the relevant information.

In December of 2017, the SEC issued Staff Accounting Bulletin 118 ("SAB 118"), establishing a one-year measurement period to complete the accounting for the income tax effects of the TCJA. SAB 118 anticipates three alternative states of completion at the end of the reporting period of accounting for these effects: (1) the tax accounting work has been completed with respect to an item; (2) a provisional amount has been recognized because a reasonable estimate was possible, or (3) a reasonable estimate cannot be provided. The Company believes its analysis of the TCJA to date provides an appropriate basis to record a provisional estimate. Our provisional estimates include the effects of the deemed repatriation tax and the Company's position with respect to permanently reinvested earnings, the impact of the Global Intangible Low Taxed Income ("GILTI") provision, and the remeasurement of U.S. deferred tax based on estimated enactment-date deferred tax balances, which may be adjusted in 2018 when the 2017 tax return is filed. However, given the significant complexity of the TCJA, anticipated guidance from the U.S. Treasury about its implementation, the potential for additional guidance from the SEC or FASB, and the global complexity of the Company, these estimates may be adjusted during 2018.

The Company is routinely examined by tax authorities in the jurisdictions in which it has significant operations. The Company regularly considers the likelihood of assessments in each of the taxing jurisdictions resulting from examinations. When evaluating the potential imposition of penalties, the Company considers a number of relevant factors under penalty statutes, including appropriate disclosure of the tax return position, the existence of legal authority supporting the Company's position and reliance on the opinion of professional tax advisors.

The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in tax returns.

Fair Value Measurement

Fair Value Hierarchy

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:

Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds).

Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.

Level 2. Assets and liabilities whose values are based on the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).

The Company does not have any assets or liabilities that are measured using Level 2 inputs.

Level 3. Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Liabilities measured using Level 3 inputs include liabilities for contingent purchase consideration.

Valuation Techniques

Equity Securities, Money Market Funds and Mutual Funds – Level 1

Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00.

Contingent Purchase Consideration Liability – Level 3

Purchase consideration for some acquisitions made by the Company includes contingent consideration arrangements. These arrangements typically provide for the payment of additional consideration if earnings or revenue targets are met over periods from two to four years. The fair value of the contingent purchase consideration liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired entities.

New Accounting Pronouncements

ew Accounting Guidance

New Accounting Pronouncements Effective January 1, 2018:

The following new accounting standards were adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2018:

New Revenue Recognition Standard

In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the new guidance effective January 1, 2018, using the modified retrospective method, which applies the new guidance beginning with the year of adoption, with the cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2018. The Company elected to apply the modified retrospective method to all contracts.

The guidance includes requirements to estimate variable or contingent consideration to be received, which will result in revenue being recognized earlier than under legacy GAAP. In addition, the guidance requires the capitalization and amortization of certain costs which were expensed as incurred under legacy GAAP. As discussed in more detail below, the adoption of this new revenue recognition standard will shift revenue among quarters from historical patterns, but is not expected to have a significant year-over-year impact on annual revenue.

Upon adoption of the new revenue standard, the Company recognized significant movement in the quarterly timing of revenue recognized in the Risk and Insurance Services segment. In particular, under the new standard the recognition of revenue for reinsurance broking was accelerated from historical patterns. Estimated revenue from these treaties is recognized largely at the policy effective date at which point control over the services provided by the Company transfers to the client and the client has accepted the services. This resulted in a significant increase in revenue in the first quarter of 2018 compared to the same period in 2017. Prior to the adoption of this standard, revenue related to most reinsurance placements was recognized on the later of billing or effective date as premiums are determined by the primary insurers and attached to the reinsurance treaties. Typically, this resulted in revenue being recognized over a 12 to 18 month period.

The timing of revenue recognition for certain fee based brokerage arrangements will shift among quarters. However, since the vast majority of the Company's fee arrangements involve contracts that cover a single year of services, the Company does not expect there will be a significant change in the amount of revenue recognized in an annual period.

In the Risk and Insurance Services segment, certain pre-placement costs are now deferred and amortized into earnings when revenue from the placement is recognized. These costs were previously expensed as incurred. As such, the Company expects the recognition of costs to shift among quarters.

In the Consulting segment, the adoption of the new revenue standard will not have a significant impact on the timing of revenue recognition in quarterly or annual periods.

In Consulting, the Company incurs implementation costs necessary to facilitate the delivery of the contracted services. The Company has concluded that certain additional implementation costs previously expensed under legacy GAAP will be deferred under the new guidance. In addition, the amortization period for these implementation costs will include the initial contract term plus expected renewals.

The cumulative effect of adopting the standard, net of tax, on January 1, 2018 resulted in an increase to the opening balance of retained earnings of $364 million, with offsetting increases/decreases to other balance sheet accounts, e.g. accounts receivable, other assets and deferred income taxes. The comparative information and prior periods was not restated and will continue to be reported under the legacy accounting standards that were in effect for those periods.

The impact of adoption of the new revenue standard on the Company's consolidated income statement was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Revenue	$	4,000		$	(161	)	$	3,839
Expense:
Compensation and Benefits	2,224			(60		)	2,164
Other Operating Expenses	868			—			868
Operating Expenses	3,092			(60		)	3,032
Operating Income	908			(101		)	807
Other Net Benefit Credits	66			—			66
Interest Income	3			—			3
Interest Expense	(61		)	—			(61		)
Income Before Income Taxes	916			(101		)	815
Income Tax Expense	220			(26		)	194
Net Income Before Non-Controlling Interests	696			(75		)	621
Less: Net Income Attributable to Non-Controlling Interests	6			—			6
Net Income Attributable to the Company	$	690		$	(75	)	$	615

The impact of adoption of the new revenue standard on the Company's consolidated balance sheet was as follows (in millions):

	March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
ASSETS
Current assets:
Cash and cash equivalents	$	1,168		$	—		$	1,168
Net receivables	4,562			(242		)	4,320
Other current assets	540			(294		)	246
Total current assets	6,270			(536		)	5,734
Goodwill and intangible assets	10,450			—			10,450
Fixed assets, net	713			—			713
Pension related assets	1,857			—			1,857
Deferred tax assets	554			119			673
Other assets	1,535			(231		)	1,304
TOTAL ASSETS	$	21,379		$	(648	)	$	20,731
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	512		$	—		$	512
Accounts payable and accrued liabilities	2,343			(176		)	2,167
Accrued compensation and employee benefits	813			—			813
Accrued income taxes	261			—			261
Dividends payable	193			—			193
Total current liabilities	4,122			(176		)	3,946
Fiduciary liabilities	5,140			—			5,140
Less - cash and investments held in a fiduciary capacity	(5,140		)	—			(5,140		)
	—			—			—
Long-term debt	5,815			—			5,815
Pension, post-retirement and post-employment benefits	1,842			—			1,842
Liabilities for errors and omissions	312			—			312
Other liabilities	1,267			(33		)	1,234
Total equity	8,021			(439		)	7,582
TOTAL LIABILITIES AND EQUITY	$	21,379		$	(648	)	$	20,731

The impact of adoption of the new revenue standard on the Company's consolidated statement of cash flow was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Operating cash flows:
Net income before non-controlling interests	$	696		$	(75	)	$	621
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	80			—			80
Amortization of intangible assets	45			—			45
Adjustments and payments related to contingent consideration liability	(5		)	—			(5		)
Provision for deferred income taxes loss on disposal of assets	11			—			11
Gain on disposition of assets	(1		)	—			(1		)
Share-based compensation expense	50			—			50
Changes in assets and liabilities:
Net receivables	(357		)	174			(183		)
Other current assets	2			(24		)	(22		)
Other assets	(32		)	(11		)	(43		)
Accounts payable and accrued liabilities	135			(54		)	81
Accrued compensation and employee benefits	(905		)	—			(905		)
Accrued income taxes	61			—			61
Contributions to pension excess of expense/credit	(96		)	—			(96		)
Other liabilities	17			(10		)	7
Effect of exchange rate changes	(65		)	—			(65		)
Net cash used for operations	$	(364	)	$	—		$	(364	)

Theadoption of the revenue recognition standard did not have an impact on the Company's financing or investing cash flows.

Other Standards Adopted Effective January 1, 2018 using the modified retrospective approach

In January 2016, the FASB issued new guidance intended to improve the recognition and measurement of financial instruments. The new guidance requires investments in equity securities (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance was effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company holds certain equity investments that under legacy GAAP were previously treated as available for sale securities, whereby the mark-to-market change was recorded to other comprehensive income in its consolidated balance sheet. The Company adopted the new accounting guidance, effective January 1, 2018, recording a cumulative-effect adjustment increase to retained earnings as of the beginning of the period of adoption of $14 million, reflecting the reclassification of cumulative unrealized gains, net of tax as of December 31, 2017 from accumulated other comprehensive income to retained earnings. Therefore, prior periods have not been restated.

In October 2016, the FASB also issued new guidance which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted the new guidance, effective January 1, 2018, recording a cumulative-effect adjustment decrease to retained earnings of approximately $14 million as of the beginning of the period of adoption.

The impact on the Company's balance sheet as of January 1, 2018 related to the adoption of the accounting standards using the modified retrospective approach as discussed above is as follows:

			Adjustments
	Balance at December 31, 2017		Revenue Recognition			Financial Instruments			Intra-Entity Transfer			Balance at January 1, 2018
Balance Sheet
Assets
Net Receivables	$	4,133	$	68		$	—		$	—		$	4,201
Other Current Assets	224		318			—			—			542
Other Assets	1,430		226			—			—			1,656
Deferred Tax Assets	669		(103		)	—			(14		)	552
Liabilities
Accounts Payable and Accrued Liabilities	2,083		122			—			—			2,205
Other Liabilities	1,311		23			—			—			1,334
Equity
Other Accumulated Comprehensive Income	—		—			(14		)	—			(14		)
Retained Earnings	$	13,140	$	364		$	14		$	(14	)	$	13,504

Cumulative effect adjustment related to the adoption of the revenue recognition standard

The cumulative effect adjustment recorded to net receivables is primarily related to contingent brokerage revenue and reinsurance revenue placements. Under the new guidance, the Company is required to record an estimate of variable or contingent consideration earlier than under the previous rules. Also under the new guidance, revenue related to most reinsurance placements is accelerated versus previous patterns.

The cumulative effect adjustments also includes the capitalization of costs to fulfill and costs to obtain that are included in other current assets and other assets, respectively. These costs were previously expensed as incurred. The adjustment to accounts payable and accrued liabilities includes deferred revenue related to the timing of fee revenue recognition for fee based arrangements and certain post placement servicing costs, primarily related to reinsurance brokerage costs that were previously expensed as incurred.

Adoption of amended accounting standard using the retrospective application approach

Effective January 1, 2018, the Company adopted new guidance that changes the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs. Accordingly, we have reclassified prior period information in the consolidated results of operations, segment data and related disclosures contained inour management's discussion and analysis and notes to the consolidated financial statements to reflect the retrospective adoption of this standard.

Other accounting standards adopted effective January 1, 2018

In November 2016, the FASB issued new guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance, which is required to be applied retrospectively to all periods presented, effective January 1, 2018. The adoption of this guidance did not impact the Company's consolidated balance sheets or consolidated statements of cash flows.

In August 2016, the FASB issued new guidance which adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including cash payments for debt prepayments or debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. The Company adopted this guidance effective January 1, 2018. The adoption of this guidance did not impact the Company's consolidated statements of cash flows.

In January 2017, the FASB issued guidance which clarifies the definition of a business in order to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this guidance effective January 1, 2018. The adoption of this standard did not have an impact on the Company's financial position or results of operations.

New Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued new guidance to simplify the test for goodwill impairment. The new guidance eliminates the second step in the current two-step goodwill impairment process, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill for that reporting unit. The new guidance requires a one-step impairment test, in which the goodwill impairment charge is based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance should be applied on a prospective basis with the nature of and reason for the change in accounting principle disclosed upon transition. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial position or results of operations.

In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financing or operating lease. However, unlike current GAAP, which requires that only capital leases be recognized on the balance sheet, the new guidance requires that both types of leases be recognized on the balance sheet. The new guidance will require additional disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, and additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets ("lessor") leased by the lessee will remain largely unchanged from current GAAP. However, the guidance contains targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model. The new guidance on leases is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. The Company is currently evaluating the impact the adoption of the guidance will have on its financial position and results of operations, but expects material "right of use" assets and lease liabilities to be recorded on its consolidated balance sheets.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Oliver Wyman typically bills its clients 30-60 days in arrears with payment due upon receipt of the invoice.

Health brokerage and consulting services are components of both Marsh, which includes MMA, and Mercer, with approximately 70% of such revenues reported in Mercer. Health contracts typically involve a series of distinct services that are treated as a single performance obligation. Revenue for these services is recognized over time based on the amount of remuneration the Company expects to be entitled in exchange for these services. Payments for health brokerage and consulting services are typically paid monthly in arrears from carriers based on insured lives under the contract.

The following schedule disaggregates various components of the Company's revenue:

	Three Months Ended March 31,
	2018
Marsh:
EMEA	$	643
Asia Pacific	164
Latin America	84
Total International	891
U.S./Canada	803
Total Marsh	1,694
Guy Carpenter	637
Subtotal	2,331
Fiduciary interest income	13
Total Risk and Insurance Services	$	2,344
Mercer:
Defined Benefit Consulting & Administration	$	339
Investment Management & Related Services	226
Total Wealth	565
Health	442
Career	164
Total Mercer	1,171
Oliver Wyman	497
Total Consulting	$	1,668

Contract with Customer, Asset and Liability

The following schedule provides contract assets and contract liabilities information from contracts with customers.

(In millions)	January 1, 2018		March 31, 2018
Contract Assets	$	128	$	169
Contract Liabilities	$	583	$	657

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The revenue expected to be recognized in future periods during the non-cancellable term of existing contracts greater than one year that is related to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period is approximately $24 million for Marsh, $575 million for Mercer and $8 million for Oliver Wyman. The Company expects revenue in 2019, 2020, 2021, 2022 and 2023 and beyond of $284 million, $155 million, $94 million, $47 million and $27 million, respectively, related to these performance obligations.

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Per Share Data (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Diluted EPS Calculation Continuing Operations

Basic net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock.

Diluted net income per share attributable to the Company is calculated by dividing the after-tax income attributable to the Company by the weighted average number of outstanding shares of the Company’s common stock, which have been adjusted for the dilutive effect of potentially issuable common shares.

Basic and Diluted EPS Calculation	Three Months Ended March 31,
(In millions, except per share amounts)	2018		2017
Net income before non-controlling interests	$	696	$	578
Less: Net income attributable to non-controlling interests	6		9
Net income attributable to the Company	$	690	$	569
Basic weighted average common shares outstanding	508		515
Dilutive effect of potentially issuable common shares	6		7
Diluted weighted average common shares outstanding	514		522
Average stock price used to calculate common stock equivalents	$	82.83	$	71.32

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Supplemental Disclosures to the Consolidated Statements of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2018

Supplemental Cash Flow Information [Abstract]

Additional Information Concerning Acquisitions, Interest and Income Taxes Paid

The following schedule provides additional information concerning acquisitions, interest and income taxes paid for the three-month periods ended March 31, 2018 and 2017.

(In millions)	2018			2017
Assets acquired, excluding cash	$	35		$	577
Liabilities assumed	(4		)	(76		)
Contingent/deferred purchase consideration	(7		)	(90		)
Net cash outflow for current year acquisitions	$	24		$	411

(In millions)	2018		2017
Interest paid	$	80	$	62
Income taxes paid, net of refunds	$	128	$	100

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Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The changes, net of tax, in the balances of each component of Accumulated Other Comprehensive Income ("AOCI") for the three-month period ended March 31, 2018 and 2017, including amounts reclassified out of AOCI, are as follows:

(In millions)	Unrealized Investment Gains (Losses)			Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2017	$	14		$	(2,892	)	$	(1,165	)	$	(4,043	)
Cumulative effect of amended accounting standard	(14		)	—			—			(14		)
Other comprehensive income (loss) before reclassifications	—			(100		)	223			123
Amounts reclassified from accumulated other comprehensive income	—			29			—			29
Net current period other comprehensive income (loss)	—			(71		)	223			152
Balance as of March 31, 2018	$	—		$	(2,963	)	$	(942	)	$	(3,905	)

(In millions)	Unrealized Investment Gains (Losses)			Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2016	$	19		$	(3,232	)	$	(1,880	)	$	(5,093	)
Other comprehensive income (loss) before reclassifications	(3		)	(6		)	235			226
Amounts reclassified from accumulated other comprehensive income	—			30			—			30
Net current period other comprehensive income (loss)	(3		)	24			235			256
Balance as of March 31, 2017	$	16		$	(3,208	)	$	(1,645	)	$	(4,837	)

Schedule of Components of Comprehensive Income (Loss)

The components of other comprehensive income (loss) for the three-month period ended March 31, 2018 and 2017 are as follows:

Three Months Ended March 31,	2018									2017
(In millions)	Pre-Tax			Tax (Credit)			Net of Tax			Pre-Tax			Tax (Credit)			Net of Tax
Foreign currency translation adjustments	$	228		$	5		$	223		$	235		$	—		$	235
Unrealized investment gains	—			—			—			(5		)	(2		)	(3		)
Pension/post-retirement plans:
Amortization of losses included in net periodic pension cost:
Prior service credits (a)	(1		)	—			(1		)	—			—			—
Net actuarial losses (a)	37			7			30			40			10			30
Subtotal	36			7			29			40			10			30
Effect of remeasurement	—			—			—			9			2			7
Effect of curtailment	—			—			—			(1		)	—			(1		)
Effect of settlement	—			—			—			1			—			1
Foreign currency translation adjustments	(120		)	(20		)	(100		)	(15		)	(3		)	(12		)
Other	—			—			—			(1		)	—			(1		)
Pension/post-retirement plans (losses) gains	(84		)	(13		)	(71		)	33			9			24
Other comprehensive income (loss)	$	144		$	(8	)	$	152		$	263		$	7		$	256
(a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Tax on prior service cost and net actuarial losses is included in income tax expense.

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Schedule For Allocation of Acquisition Costs

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed during 2018 based on their fair values:

For the Three Months Ended March 31, 2018
(In millions)
Cash	$	29
Estimated fair value of deferred/contingent consideration	7
Total Consideration	$	36
Allocation of purchase price:
Cash and cash equivalents	$	5
Accounts receivable, net	3
Other intangible assets	13
Goodwill	15
Other assets	4
Total assets acquired	40
Current liabilities	3
Other liabilities	1
Total liabilities assumed	4
Net assets acquired	$	36

Schedule of Acquired Finite-Lived Intangible Assets by Major Class

The following chart provides information about other intangible assets acquired during 2018:

	Amount		Weighted Average Amortization Period
Client relationships	$	13	10 years

Pro-Forma Information

The unaudited pro-forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if such acquisitions had occurred on the dates indicated, nor is it necessarily indicative of future consolidated results.

	Three Months Ended March 31,
(In millions, except per share figures)	2018		2017
Revenue	$	4,002	$	3,539
Net income attributable to the Company	$	690	$	569
Basic net income per share attributable to the Company	$	1.36	$	1.11
Diluted net income per share attributable to the Company	$	1.34	$	1.09

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Goodwill and Other Intangibles (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the Carrying Amount of Goodwill

Changes in the carrying amount of goodwill are as follows:

March 31,
(In millions)	2018		2017
Balance as of January 1,	$	9,089	$	8,369
Goodwill acquired	15		363
Other adjustments(a)	90		37
Balance at March 31,	$	9,194	$	8,769

Amortized Intangible Assets

The gross cost and accumulated amortization at March 31, 2018 and December 31, 2017 are as follows:

	March 31, 2018						December 31, 2017
(In millions)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Client Relationships	$	1,700	$	560	$	1,140	$	1,672	$	518	$	1,154
Other (a)	241		125		116		234		114		120
Amortized intangibles	$	1,941	$	685	$	1,256	$	1,906	$	632	$	1,274

^(a) Primarily non-compete agreements, trade names and developed technology.

Estimated Future Aggregate Amortization Expense

The estimated future aggregate amortization expense is as follows:

For the Years Ending December 31,
(In millions)	Estimated Expense
2018 (excludes amortization through March 31, 2018)	$	137
2019	174
2020	154
2021	145
2022	132
Subsequent years	514
	$	1,256

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017.

	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions)	03/31/18		12/31/17		03/31/18		12/31/17		03/31/18		12/31/17		03/31/18		12/31/17
Assets:
Financial instruments owned:
Exchange traded equity securities(a)	$	73	$	81	$	—	$	—	$	—	$	—	$	73	$	81
Mutual funds(a)	146		158		—		—		—		—		146		158
Money market funds(b)	27		143		—		—		—		—		27		143
Total assets measured at fair value	$	246	$	382	$	—	$	—	$	—	$	—	$	246	$	382
Fiduciary Assets:
Money market funds	$	36	$	111	$	—	$	—	$	—	$	—	$	36	$	111
Total fiduciary assets measured at fair value	$	36	$	111	$	—	$	—	$	—	$	—	$	36	$	111
Liabilities:
Contingent purchase consideration liability(c)	$	—	$	—	$	—	$	—	$	161	$	189	$	161	$	189
Total liabilities measured at fair value	$	—	$	—	$	—	$	—	$	161	$	189	$	161	$	189

^(a) Included in other assets in the consolidated balance sheets.

^(b) Included in cash and cash equivalents in the consolidated balance sheets.

^(c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.

Changes in Fair Value of Level 3 Liabilities Representing Acquisition Related Contingent Consideration

The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities as of March 31, 2018 and 2017 that represent contingent consideration related to acquisitions:

	Three Months Ended March 31,
(In millions)	2018			2017
Balance at beginning of period,	$	189		$	241
Additions	6			34
Payments	(40		)	(12		)
Revaluation Impact	5			(16		)
Other (a)	1			—
Balance at March 31,	$	161		$	247

^(a) Primarily reflects the impact of foreign exchange.

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Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2018

Defined Benefit Plan [Abstract]

Schedule of Net Benefit Costs

The components of the net periodic benefit cost for defined benefit and other post-retirement plans are as follows:

Combined U.S. and significant non-U.S. plans	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018			2017
Service cost	$	10		$	18		$	—		$	—
Interest cost	118			122			1			1
Expected return on plan assets	(221		)	(224		)	—			—
Amortization of prior service (credit) cost	—			—			(1		)	1
Recognized actuarial loss (gain)	37			40			—			—
Net periodic benefit (credit) cost	$	(56	)	$	(44	)	$	—		$	2
Curtailment gain	—			(1		)	—			—
Settlement loss	—			1			—			—
Total (credit) cost	$	(56	)	$	(44	)	$	—		$	2

As discussed in Note 17, effective January 1, 2018, the Company adopted the new guidance that changes the presentation of net periodic pension cost and net periodic postretirement cost (''net periodic benefit costs"). The new guidance requires employers to report the service cost component of net periodic benefit costs in the same line item as other compensation costs in the income statement. The other components of net periodic benefit costs are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The new guidance requires retrospective application for the presentation of the service cost component and the other components of net periodic benefit costs. Accordingly, we have reclassified prior period information in the following chart to conform with the current year's presentation:

Amounts Recorded in the Consolidated Statement of Income
Combined U.S. and significant non-U.S. plans	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018		2017
Compensation and benefits expense (Operating income)	$	10		$	18		$	—	$	—
Other net benefit credits	(66		)	(62		)	—		2
Total (credit) cost	$	(56	)	$	(44	)	$	—	$	2

U.S. Plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018		2017
Service cost	$	—		$	—		$	—	$	—
Interest cost	59			66			—		—
Expected return on plan assets	(89		)	(89		)	—		—
Amortization of prior service cost	—			—			—		1
Recognized actuarial loss (gain)	13			9			—		—
Net periodic benefit (credit) cost	$	(17	)	$	(14	)	$	—	$	1

Significant non-U.S. plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,
(In millions)	2018			2017			2018			2017
Service cost	$	10		$	18		$	—		$	—
Interest cost	59			56			1			1
Expected return on plan assets	(132		)	(135		)	—			—
Amortization of prior service credit	—			—			(1		)	—
Recognized actuarial loss	24			31			—			—
Net periodic benefit (credit) cost	$	(39	)	$	(30	)	$	—		$	1
Curtailment gain	—			(1		)	—			—
Settlement loss	—			1			—			—
Total (credit) cost	$	(39	)	$	(30	)	$	—		$	1

Schedule of Assumptions Used

The weighted average actuarial assumptions utilized to calculate the net periodic benefit costs for the U.S. and significant non-U.S. defined benefit plans are as follows:

Combined U.S. and significant non-U.S. plans	Pension Benefits				Post-retirement Benefits
March 31,	2018		2017		2018		2017
Weighted average assumptions:
Expected return on plan assets	5.83	%	6.64	%	—		—
Discount Rate	3.07	%	3.40	%	3.21	%	3.64	%
Rate of compensation increase	1.73	%	1.77	%	—		—

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Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

The Company’s outstanding debt is as follows:

(In millions)	March 31, 2018		December 31, 2017
Short-term:
Commercial paper	$	249	$	—
Current portion of long-term debt	263		262
	512		262
Long-term:
Senior notes – 2.55% due 2018	250		250
Senior notes – 2.35% due 2019	299		299
Senior notes – 2.35% due 2020	498		498
Senior notes – 4.80% due 2021	499		498
Senior notes – 2.75% due 2022	497		496
Senior notes – 3.30% due 2023	348		348
Senior notes – 4.05% due 2023	248		248
Senior notes – 3.50% due 2024	596		596
Senior notes – 3.50% due 2025	496		496
Senior notes – 3.75% due 2026	596		596
Senior notes – 5.875% due 2033	297		297
Senior notes – 4.35% due 2047	492		492
Senior notes – 4.20% due 2048	592		—
Mortgage – 5.70% due 2035	367		370
Other	3		3
	6,078		5,487
Less current portion	263		262
	$	5,815	$	5,225

Estimated Fair Value Of Significant Financial Instruments

The estimated fair value of the Company’s short-term and long-term debt is provided below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or need to dispose of the financial instrument.

	March 31, 2018				December 31, 2017
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short-term debt	$	512	$	514	$	262	$	264
Long-term debt	$	5,815	$	5,908	$	5,225	$	5,444

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Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring Activities

Details of the restructuring activity from January 1, 2017 through March 31, 2018, which includes liabilities from actions prior to 2018, are as follows:

(In millions)	Liability at 1/1/17		Amounts Accrued		Cash Paid			Other		Liability at 12/31/17		Amounts Accrued		Cash Paid			Other			Liability at 3/31/18
Severance	$	32	$	31	$	(49	)	$	1	$	15	$	5	$	(4	)	$	(1	)	$	15
Future rent under non-cancelable leases and other costs	61		9		(22		)	2		50		1		(4		)	1			48
Total	$	93	$	40	$	(71	)	$	3	$	65	$	6	$	(8	)	$	—		$	63

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Selected Information And Details For MMC's Operating Segments

Selected information about the Company’s operating segments for the three-month period ended March 31, 2018 and 2017 are as follows:

	Three Months Ended March 31,
(In millions)	Revenue				Operating Income (Loss)
2018–
Risk and Insurance Services	$	2,344		(a)	$	716
Consulting	1,668			(b)	247
Total Operating Segments	4,012				963
Corporate / Eliminations	(12		)		(55		)
Total Consolidated	$	4,000			$	908
2017–
Risk and Insurance Services	$	1,989		(a)	$	568
Consulting	1,526			(b)	225
Total Operating Segments	3,515				793
Corporate / Eliminations	(12		)		(44		)
Total Consolidated	$	3,503			$	749

^(a) Includes inter-segment revenue of $1 million in 2018, interest income on fiduciary funds of $13 million and $8 million in 2018 and 2017, respectively, and equity method (loss) income of $(1) million and $2 million in 2018 and 2017, respectively.

^(b) Includes inter-segment revenue of $11 million and $12 million in 2018 and 2017, respectively, interest income on fiduciary funds of $1 million in both 2018 and in 2017, and equity method income of $3 million in 2018 and $4 million in 2017, respectively.

Details of Operating Segment Revenue

Details of operating segment revenue for the three-month period ended March 31, 2018 and 2017 are as follows:

	Three Months Ended March 31,
(In millions)	2018			2017
Risk and Insurance Services
Marsh	$	1,703		$	1,602
Guy Carpenter	641			387
Total Risk and Insurance Services	2,344			1,989
Consulting
Mercer	1,171			1,077
Oliver Wyman Group	497			449
Total Consulting	1,668			1,526
Total Operating Segments	4,012			3,515
Corporate / Eliminations	(12		)	(12		)
Total	$	4,000		$	3,503

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New Accounting Guidance (Tables)

3 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The impact of adoption of the new revenue standard on the Company's consolidated income statement was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Revenue	$	4,000		$	(161	)	$	3,839
Expense:
Compensation and Benefits	2,224			(60		)	2,164
Other Operating Expenses	868			—			868
Operating Expenses	3,092			(60		)	3,032
Operating Income	908			(101		)	807
Other Net Benefit Credits	66			—			66
Interest Income	3			—			3
Interest Expense	(61		)	—			(61		)
Income Before Income Taxes	916			(101		)	815
Income Tax Expense	220			(26		)	194
Net Income Before Non-Controlling Interests	696			(75		)	621
Less: Net Income Attributable to Non-Controlling Interests	6			—			6
Net Income Attributable to the Company	$	690		$	(75	)	$	615

The impact of adoption of the new revenue standard on the Company's consolidated balance sheet was as follows (in millions):

	March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
ASSETS
Current assets:
Cash and cash equivalents	$	1,168		$	—		$	1,168
Net receivables	4,562			(242		)	4,320
Other current assets	540			(294		)	246
Total current assets	6,270			(536		)	5,734
Goodwill and intangible assets	10,450			—			10,450
Fixed assets, net	713			—			713
Pension related assets	1,857			—			1,857
Deferred tax assets	554			119			673
Other assets	1,535			(231		)	1,304
TOTAL ASSETS	$	21,379		$	(648	)	$	20,731
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	512		$	—		$	512
Accounts payable and accrued liabilities	2,343			(176		)	2,167
Accrued compensation and employee benefits	813			—			813
Accrued income taxes	261			—			261
Dividends payable	193			—			193
Total current liabilities	4,122			(176		)	3,946
Fiduciary liabilities	5,140			—			5,140
Less - cash and investments held in a fiduciary capacity	(5,140		)	—			(5,140		)
	—			—			—
Long-term debt	5,815			—			5,815
Pension, post-retirement and post-employment benefits	1,842			—			1,842
Liabilities for errors and omissions	312			—			312
Other liabilities	1,267			(33		)	1,234
Total equity	8,021			(439		)	7,582
TOTAL LIABILITIES AND EQUITY	$	21,379		$	(648	)	$	20,731

The impact of adoption of the new revenue standard on the Company's consolidated statement of cash flow was as follows (in millions):

	Three Months Ended March 31, 2018
	As Reported			Revenue Standard Impact			Legacy GAAP
Operating cash flows:
Net income before non-controlling interests	$	696		$	(75	)	$	621
Adjustments to reconcile net income to cash used for operations:
Depreciation and amortization of fixed assets and capitalized software	80			—			80
Amortization of intangible assets	45			—			45
Adjustments and payments related to contingent consideration liability	(5		)	—			(5		)
Provision for deferred income taxes loss on disposal of assets	11			—			11
Gain on disposition of assets	(1		)	—			(1		)
Share-based compensation expense	50			—			50
Changes in assets and liabilities:
Net receivables	(357		)	174			(183		)
Other current assets	2			(24		)	(22		)
Other assets	(32		)	(11		)	(43		)
Accounts payable and accrued liabilities	135			(54		)	81
Accrued compensation and employee benefits	(905		)	—			(905		)
Accrued income taxes	61			—			61
Contributions to pension excess of expense/credit	(96		)	—			(96		)
Other liabilities	17			(10		)	7
Effect of exchange rate changes	(65		)	—			(65		)
Net cash used for operations	$	(364	)	$	—		$	(364	)

Theadoption of the revenue recognition standard did not have an impact on the Company's financing or investing cash flows.

New Accounting Pronouncement, Early Adoption

The impact on the Company's balance sheet as of January 1, 2018 related to the adoption of the accounting standards using the modified retrospective approach as discussed above is as follows:

			Adjustments
	Balance at December 31, 2017		Revenue Recognition			Financial Instruments			Intra-Entity Transfer			Balance at January 1, 2018
Balance Sheet
Assets
Net Receivables	$	4,133	$	68		$	—		$	—		$	4,201
Other Current Assets	224		318			—			—			542
Other Assets	1,430		226			—			—			1,656
Deferred Tax Assets	669		(103		)	—			(14		)	552
Liabilities
Accounts Payable and Accrued Liabilities	2,083		122			—			—			2,205
Other Liabilities	1,311		23			—			—			1,334
Equity
Other Accumulated Comprehensive Income	—		—			(14		)	—			(14		)
Retained Earnings	$	13,140	$	364		$	14		$	(14	)	$	13,504

XML

Nature of Operations (Details) $ in Billions	3 Months Ended
	Mar. 31, 2018 USD ($) segment
Segment Reporting Information [Line Items]
Number of business segments | segment	2
Mercer Consulting Group
Segment Reporting Information [Line Items]
Assets under management | $	$ 240

XML

Principles of Consolidation And Other Matters (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) discrete_charge	Mar. 31, 2017 USD ($)	Jan. 01, 2018 USD ($)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating funds related to regulatory requirements or as collateral under captive insurance arrangements	$ 199,000,000
Equity method investments lag period	3 months
Investment income			$ 1,000,000
Investment loss	$ 1,000,000
Equity method income	$ 7,000,000
Effective tax rate (as a percent)	23.90%		23.30%
Share-based compensation, excess tax benefit, percent	2.40%		5.80%
Number of discrete charges | discrete_charge		2
Period for payable on undistributed earnings	8 years
Provisional income tax expense (benefit)	$ 240,000,000
Transition tax for accumulated foreign earnings, liability	3,400,000,000
Provisional withholding and state income tax expense (benefit)	53,000,000
Change in tax rate, deferred tax asset, provisional income tax expense (benefit)	220,000,000
Increase to income tax expense (benefit)	3,000,000
Unrecognized tax benefits	70,000,000	$ 71,000,000
Minimum
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Reasonably possible decrease in unrecognized tax benefits	0
Maximum
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Reasonably possible decrease in unrecognized tax benefits	$ 4,000,000
Retained Earnings
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Cumulative effect of new accounting principle in period of adoption		$ 14,000,000		$ 14,000,000

XML

Revenue - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Retained earnings	$ 13,812	$ 13,504	$ 13,140
Contract with customer, asset, additions	128
Contract with customer, asset, reclassified to receivable	87
Contract with customer, liability, revenue recognized	181
Performance obligation satisfied in previous period	14
Capitalized contract cost, amortization	296
Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Retained earnings	$ 364	$ 364
Health Brokerage and Consulting
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue from contract with customer, percent	70.00%
Marsh Insurance Group
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue, remaining performance obligation	$ 24
Mercer Consulting Group
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue, remaining performance obligation	575
Oliver Wyman Group Consulting Group
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue, remaining performance obligation	8
Deferred Implementation Costs
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Capitalized contract cost, net	39
Costs to Obtain
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Capitalized contract cost, net	194
Costs to Fulfill
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Capitalized contract cost, net	$ 171

XML

Revenue - Disaggregation of Revenue (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Risk and Insurance Services Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 2,344
Fiduciary interest income	13
Risk and Insurance Services Segment | EMEA
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	643
Risk and Insurance Services Segment | Asia Pacific
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	164
Risk and Insurance Services Segment | Latin America
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	84
Risk and Insurance Services Segment | Total International
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	891
Risk and Insurance Services Segment | U.S./Canada
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	803
Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,668
Defined Benefit Consulting & Administration | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	339
Investment Management & Related Services | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	226
Total Wealth | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	565
Health | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	442
Career | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	164
Marsh Insurance Group | Risk and Insurance Services Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,694
Guy Carpenter Reinsurance Group | Risk and Insurance Services Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	637
Marsh & Guy Carpenter | Risk and Insurance Services Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,331
Mercer Consulting Group | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,171
Oliver Wyman Group Consulting Group | Consulting Segment
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 497

XML

Revenue - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Revenue from Contract with Customer [Abstract]
Contract Assets	$ 169	$ 128
Contract Liabilities	$ 657	$ 583

XML

Revenue - Estimated Revenue Expected to Be Recognized Related to Performance Obligations (Details) $ in Millions	Mar. 31, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-03-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 284
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	155
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	94
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-03-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	47
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 27

XML

Fiduciary Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Fiduciary Assets and Liabilities [Line Items]
Net uncollected premiums and claims receivable and payable	$ 7,600		$ 6,800
Risk and Insurance Services Segment
Fiduciary Assets and Liabilities [Line Items]
Interest on fiduciary funds (less than)	13
Operating Segments | Risk and Insurance Services Segment
Fiduciary Assets and Liabilities [Line Items]
Interest on fiduciary funds (less than)	13	$ 8
Operating Segments | Consulting Segment
Fiduciary Assets and Liabilities [Line Items]
Interest on fiduciary funds (less than)	$ 1	$ 1

XML

Per Share Data (Basic and Diluted EPS Calculation Continuing Operations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Net income before non-controlling interests	$ 696	$ 578
Less: Net income attributable to non-controlling interests	6	9
Net income attributable to the Company	$ 690	$ 569
Basic weighted average common shares outstanding (in shares)	508.0	515.0
Dilutive effect of potentially issuable common shares (in shares)	6.0	7.0
Diluted weighted average common shares outstanding (in shares)	514.0	522.0
Average stock price used to calculate common stock equivalents (in dollars per share)	$ 82.83	$ 71.32
Stock options outstanding (in shares)	10.6	12.8

XML

Supplemental Disclosures to the Consolidated Statements of Cash Flows (Additional Information Concerning Acquisitions, Interest And Income Taxes Paid) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Supplemental Cash Flow Information [Abstract]
Assets acquired, excluding cash	$ 35	$ 577
Liabilities assumed	(4)	(76)
Contingent/deferred purchase consideration	(7)	(90)
Net cash outflow for current year acquisitions	24	411
Interest paid	80	62
Income taxes paid, net of refunds	$ 128	$ 100

XML

Supplemental Disclosures to the Consolidated Statements of Cash Flows (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Supplemental Disclosure to the Consolidate Statements of Cash Flows [Line Items]
Deferred and contingent consideration from prior years acquisition	$ 70	$ 34
Contingent consideration from prior year's acquisitions	30	8
Net charge for adjustments related to acquisition related accounts	5	(16)
Payment of contingent consideration	10	4
Non-cash issuance of common stock	125	85
Stock-based compensation expense, equity awards	50	42
Prior Fiscal Periods Acquisitions
Supplemental Disclosure to the Consolidate Statements of Cash Flows [Line Items]
Deferred purchase consideration from prior years' acquisitions	40	26
Contingent consideration from prior year's acquisitions	$ 40	$ 12

XML

Other Comprehensive Income (Loss) (Schedule of Components of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income, net of tax	$ 152	$ 256
Unrealized Investment Gains
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, beginning of period	14	19
Cumulative effect of new accounting principle in period of adoption			$ (14)
Other comprehensive (loss) income before reclassifications	0	(3)
Amounts reclassified from accumulated other comprehensive income	0	0
Other comprehensive income, net of tax	0	(3)
Balance, ending of period	0	16
Pension/Postretirement Plans Gains (Losses)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, beginning of period	(2,892)	(3,232)
Cumulative effect of new accounting principle in period of adoption			0
Other comprehensive (loss) income before reclassifications	(100)	(6)
Amounts reclassified from accumulated other comprehensive income	29	30
Other comprehensive income, net of tax	(71)	24
Balance, ending of period	(2,963)	(3,208)
Foreign Currency Translation Gains (Losses)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, beginning of period	(1,165)	(1,880)
Cumulative effect of new accounting principle in period of adoption			0
Other comprehensive (loss) income before reclassifications	223	235
Amounts reclassified from accumulated other comprehensive income	0	0
Other comprehensive income, net of tax	223	235
Balance, ending of period	(942)	(1,645)
AOCI Attributable to Parent
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, beginning of period	(4,043)	(5,093)
Cumulative effect of new accounting principle in period of adoption			$ (14)
Other comprehensive (loss) income before reclassifications	123	226
Amounts reclassified from accumulated other comprehensive income	29	30
Other comprehensive income, net of tax	152	256
Balance, ending of period	$ (3,905)	$ (4,837)

XML

Other Comprehensive Income (Loss) (Schedule Of Components Of Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Equity [Abstract]
Foreign currency translation adjustments, Pre-Tax		$ 228	$ 235
Foreign currency translation adjustments, Tax		5	0
Foreign currency translation adjustments, Net of Tax		223	235
Unrealized investment gains (losses), Pre-Tax		0	(5)
Unrealized investment gains (losses), Tax		0	(2)
Unrealized investment gains (losses), Net of Tax		0	(3)
Pension/post-retirement plans:
Prior services credits, Pre-Tax	[1]	(1)	0
Prior service credits, Tax	[1]	0	0
Prior service credits, Net of Tax	[1]	(1)	0
Net actuarial loss, Pre-Tax	[1]	37	40
Net actuarial loss, Tax	[1]	7	10
Net actuarial loss, Net of Tax	[1]	30	30
Subtotal, Pre-Tax		36	40
Subtotal, Tax		7	10
Subtotal, Net of Tax		29	30
Effect of remeasurement, Pre-tax		0	9
Effect of remeasurement, Tax		0	2
Effect of remeasurement, Net of Tax		0	7
Effect of curtailment, Pre-Tax		0	(1)
Effect of curtailment, Tax		0	0
Effect of curtailment, Net of Tax		0	(1)
Effect of settlement, Pre-tax		0	1
Effect of settlement, Tax		0	0
Effect of settlement, Net of Tax		0	1
Foreign currency translation adjustment, Pre-Tax		(120)	(15)
Foreign currency translation adjustment, Tax		(20)	(3)
Foreign currency translation adjustment, Net of Tax		(100)	(12)
Other, Pre-Tax		0	(1)
Other, Tax		0	0
Other, Net of Tax		0	(1)
Pension/post-retirement plans (losses) gains, Pre-Tax		(84)	33
Pension/post-retirement plans (losses) gains, Tax		(13)	9
Pension/post-retirement plans (losses) gains, Net of Tax		(71)	24
Other comprehensive income, before tax		144	263
Other comprehensive income (loss), Tax		(8)	7
Other comprehensive income, net of tax		$ 152	$ 256

[1] Components of net periodic pension cost are included in compensation and benefits in the Consolidated Statements of Income. Tax on prior service gains and net actuarial losses is included in income tax expense.

XML

Acquisitions (Narrative) (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2018 USD ($) acquisition	Mar. 31, 2017 USD ($)	Dec. 31, 2017 acquisition
Business Acquisition [Line Items]
Total consideration	$ 36	$ 509
Cash	29	419
Estimated fair value of deferred/contingent consideration	7	90
Contingent consideration from prior year's acquisitions	30	8
Current Fiscal Period Acquisitions
Business Acquisition [Line Items]
Total consideration	36
Cash	29
Estimated fair value of deferred/contingent consideration	7
Revenue related to acquisitions	3	28
Operating income related to acquisitions	(1)	10
Prior Fiscal Periods Acquisitions
Business Acquisition [Line Items]
Deferred purchase consideration from prior years' acquisitions	40	26
Contingent consideration from prior year's acquisitions	$ 40	$ 12
Risk and Insurance Services Segment
Business Acquisition [Line Items]
Number of acquisitions made (in acquisitions) | acquisition	2		7
Consulting Segment
Business Acquisition [Line Items]
Number of acquisitions made (in acquisitions) | acquisition	2		3
Minimum
Business Acquisition [Line Items]
Revenue target period (in years)	2 years
Minimum | Current Fiscal Period Acquisitions
Business Acquisition [Line Items]
Revenue target period (in years)	2 years
Maximum
Business Acquisition [Line Items]
Revenue target period (in years)	4 years
Maximum | Current Fiscal Period Acquisitions
Business Acquisition [Line Items]
Revenue target period (in years)	4 years

XML

Acquisitions (Allocation Of Acquisition Costs) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Cash	$ 29	$ 419
Estimated fair value of deferred/contingent consideration	7	90
Total Consideration	36	509
Allocation of purchase price:
Goodwill	9,194	$ 8,769	$ 9,089	$ 8,369
Current Fiscal Period Acquisitions
Business Acquisition [Line Items]
Cash	29
Estimated fair value of deferred/contingent consideration	7
Total Consideration	36
Allocation of purchase price:
Cash and cash equivalents	5
Accounts receivable, net	3
Other intangible assets	13
Goodwill	15
Other assets	4
Total assets acquired	40
Current liabilities	3
Other liabilities	1
Total liabilities assumed	4
Net assets acquired	$ 36

XML

Acquisitions (Acquired Finite-Lived Intangible Assets) (Details) - Client relationships $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 13
Finite-lived intangible assets, remaining amortization period	10 years

XML

Acquisitions (Pro-Forma Information) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Business Combinations [Abstract]
Revenue	$ 4,002	$ 3,539
Net income attributable to the Company	$ 690	$ 569
Basic net income per share:
Basic net income per share attributable to the Company (in dollars per share)	$ 1.36	$ 1.11
Diluted net income per share:
Diluted net income per share attributable to the Company (in dollars per share)	$ 1.34	$ 1.09

XML

Goodwill and Other Intangibles (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Goodwill	$ 9,194	$ 8,769	$ 9,089	$ 8,369
Aggregate amortization expense	45	$ 40
Risk and Insurance Services Segment
Segment Reporting Information [Line Items]
Goodwill	6,500
Consulting Segment
Segment Reporting Information [Line Items]
Goodwill	$ 2,700

XML

Goodwill and Other Intangibles (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Goodwill [Roll Forward]
Balance as of January 1,		$ 9,089	$ 8,369
Goodwill acquired		15	363
Other adjustments	[1]	90	37
Balance at March 31,		$ 9,194	$ 8,769

[1] The increase in 2018 primarily reflects the impact of foreign exchange.

XML

Goodwill and Other Intangibles (Amortized Intangible Assets) (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Gross Cost		$ 1,941	$ 1,906
Accumulated Amortization		685	632
Net Carrying Amount		1,256	1,274
Client relationships
Finite-Lived Intangible Assets [Line Items]
Gross Cost		1,700	1,672
Accumulated Amortization		560	518
Net Carrying Amount		1,140	1,154
Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Gross Cost	[1]	241	234
Accumulated Amortization	[1]	125	114
Net Carrying Amount	[1]	$ 116	$ 120

[1] Primarily non-compete agreements, trade names and developed technology.

XML

Goodwill And Other Intangibles (Estimated Future Aggregate Amortization Expense) (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
2018 (excludes amortization through March 31, 2018)	$ 137
2019	174
2020	154
2021	145
2022	132
Subsequent years	514
Net Carrying Amount	$ 1,256	$ 1,274

XML

Fair Value Measurements (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) $ / shares shares	Mar. 31, 2017 USD ($)	Mar. 31, 2018 R / shares	Dec. 31, 2017 USD ($)	Dec. 31, 2014 R / shares
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Adjustments to acquisition related contingent consideration liability	$ 5
Increase in fair value of contingent consideration due to 5% increase in projections	19
Decrease in fair value of contingent consideration due to 5% decrease in projections	20
Carrying value of investment	424			$ 405
Unrealized investment gains (losses)	0	$ (5)
Other investments	$ 59
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revenue target period (in years)	2 years
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revenue target period (in years)	4 years
Private Equity Funds, Foreign
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying value of investment	$ 74			$ 76
Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, fair value	89
Alexander Forbes Group Holdings Limited
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Share price (per share amount) | R / shares			R 7.20		R 7.50
Carrying value of investment	$ 286
Percentage of ownership in equity investment	33.00%
Investment shares owned | shares	443
Market value of investment	$ 269
Share price, weighted average (per share amount) | R / shares			R 6.95
Share price, percentage of cost basis	93.00%
Alexander Forbes Group Holdings Limited | Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Share price (per share amount) | $ / shares	$ 6.31
Share price, percentage of purchase price	84.00%
Alexander Forbes Group Holdings Limited | Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Share price (per share amount) | $ / shares	$ 7.34
Share price, percentage of purchase price	98.00%
Benefitfocus
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unrealized investment gains (losses)	$ 8
Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Share price (per share amount) | $ / shares	$ 1.00

XML

Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Financial instruments owned:
Total assets measured at fair value		$ 246	$ 382
Fiduciary Assets:
Fiduciary assets		36	111
Liabilities:
Total liabilities measured at fair value		161	189
Identical Assets (Level 1)
Financial instruments owned:
Total assets measured at fair value		246	382
Fiduciary Assets:
Fiduciary assets		36	111
Liabilities:
Total liabilities measured at fair value		0	0
Observable Inputs (Level 2)
Financial instruments owned:
Total assets measured at fair value		0	0
Fiduciary Assets:
Fiduciary assets		0	0
Liabilities:
Total liabilities measured at fair value		0	0
Unobservable Inputs (Level 3)
Financial instruments owned:
Total assets measured at fair value		0	0
Fiduciary Assets:
Fiduciary assets		0	0
Liabilities:
Total liabilities measured at fair value		161	189
Money Market Funds
Fiduciary Assets:
Fiduciary assets		36	111
Money Market Funds | Identical Assets (Level 1)
Fiduciary Assets:
Fiduciary assets		36	111
Money Market Funds | Observable Inputs (Level 2)
Fiduciary Assets:
Fiduciary assets		0	0
Money Market Funds | Unobservable Inputs (Level 3)
Fiduciary Assets:
Fiduciary assets		0	0
Other Assets
Financial instruments owned:
Exchange traded equity securities	[1]	73	81
Mutual funds	[1]	146	158
Other Assets | Identical Assets (Level 1)
Financial instruments owned:
Exchange traded equity securities	[1]	73	81
Mutual funds	[1]	146	158
Other Assets | Observable Inputs (Level 2)
Financial instruments owned:
Exchange traded equity securities	[1]	0	0
Mutual funds	[1]	0	0
Other Assets | Unobservable Inputs (Level 3)
Financial instruments owned:
Exchange traded equity securities	[1]	0	0
Mutual funds	[1]	0	0
Cash and Cash Equivalents
Financial instruments owned:
Money market funds	[2]	27	143
Cash and Cash Equivalents | Identical Assets (Level 1)
Financial instruments owned:
Money market funds	[2]	27	143
Cash and Cash Equivalents | Observable Inputs (Level 2)
Financial instruments owned:
Money market funds	[2]	0	0
Cash and Cash Equivalents | Unobservable Inputs (Level 3)
Financial instruments owned:
Money market funds	[2]	0	0
Accounts Payable and Accrued Liabilities and Other Liabilities
Liabilities:
Contingent purchase consideration liability	[3]	161	189
Accounts Payable and Accrued Liabilities and Other Liabilities | Identical Assets (Level 1)
Liabilities:
Contingent purchase consideration liability	[3]	0	0
Accounts Payable and Accrued Liabilities and Other Liabilities | Observable Inputs (Level 2)
Liabilities:
Contingent purchase consideration liability	[3]	0	0
Accounts Payable and Accrued Liabilities and Other Liabilities | Unobservable Inputs (Level 3)
Liabilities:
Contingent purchase consideration liability	[3]	$ 161	$ 189

[1] Included in other assets in the consolidated balance sheets.

[2] Included in cash and cash equivalents in the consolidated balance sheets.

[3] Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.

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Fair Value Measurements (Changes In Fair Value Of Level 3 Liabilities Representing Acquisition Related Contingent Consideration) (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Revaluation Impact		$ 5	$ (16)
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period,		189	241
Additions		6	34
Payments		(40)	(12)
Revaluation Impact		5	(16)
Other	[1]	1	0
Balance at March 31,		$ 161	$ 247

[1] Primarily reflects the impact of foreign exchange.

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Retirement Benefits (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Contributions by employer	$ 33
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Estimated future employer contributions in current fiscal year	76
United States
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, cost recognized	$ 34	$ 34
United States | Equity Funds
Defined Benefit Plan Disclosure [Line Items]
Target asset allocation, percentage	64.00%
Actual asset allocation percentage of equity	63.00%
United States | Fixed Income Funds
Defined Benefit Plan Disclosure [Line Items]
Target asset allocation, percentage	36.00%
Actual asset allocation percentage of equity	37.00%
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, cost recognized	$ 22	$ 20
United Kingdom | Equity Funds
Defined Benefit Plan Disclosure [Line Items]
Target asset allocation, percentage	34.00%
Actual asset allocation percentage of equity	37.00%
United Kingdom | Fixed Income Funds
Defined Benefit Plan Disclosure [Line Items]
Target asset allocation, percentage	66.00%
Actual asset allocation percentage of equity	63.00%
United Kingdom | Geographic Concentration Risk | Non-U.S. Plans
Defined Benefit Plan Disclosure [Line Items]
Concentration risk percentage	81.00%

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Retirement Benefits (Schedule Of Defined Benefit Plan Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Operating income	$ (908)	$ (749)
Other net benefit credits	(66)	(60)
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	10	18
Interest cost	118	122
Expected return on plan assets	(221)	(224)
Amortization of prior service cost	0	0
Recognized actuarial loss (gain)	37	40
Net periodic benefit (credit) cost	(56)	(44)
Curtailment gain (loss)	0	(1)
Settlement loss	0	1
Operating income	10	18
Other net benefit credits	(66)	(62)
Total (credit) cost	(56)	(44)
Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	1	1
Expected return on plan assets	0	0
Amortization of prior service cost	(1)	1
Recognized actuarial loss (gain)	0	0
Net periodic benefit (credit) cost	0	2
Curtailment gain (loss)	0	0
Settlement loss	0	0
Operating income	0	0
Other net benefit credits	0	2
Total (credit) cost	0	2
Domestic Plan | Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	59	66
Expected return on plan assets	(89)	(89)
Amortization of prior service cost	0	0
Recognized actuarial loss (gain)	13	9
Net periodic benefit (credit) cost	(17)	(14)
Domestic Plan | Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	0	0
Expected return on plan assets	0	0
Amortization of prior service cost	0	1
Recognized actuarial loss (gain)	0	0
Net periodic benefit (credit) cost	0	1
Foreign Plan | Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	10	18
Interest cost	59	56
Expected return on plan assets	(132)	(135)
Amortization of prior service cost	0	0
Recognized actuarial loss (gain)	24	31
Net periodic benefit (credit) cost	(39)	(30)
Curtailment gain (loss)	0	(1)
Settlement loss	0	1
Total (credit) cost	(39)	(30)
Foreign Plan | Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	1	1
Expected return on plan assets	0	0
Amortization of prior service cost	(1)	0
Recognized actuarial loss (gain)	0	0
Net periodic benefit (credit) cost	0	1
Curtailment gain (loss)	0	0
Settlement loss	0	0
Total (credit) cost	$ 0	$ 1

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Retirement Benefits (Schedule Of Defined Benefit Plan Weighted Average Assumption Used In Calculating Net Periodic Benefit Cost) (Details)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Pension Benefits
Weighted average assumptions:
Expected return on plan assets	5.83%	6.64%
Discount rate	3.07%	3.40%
Rate of compensation increase	1.73%	1.77%
Postretirement Benefits
Weighted average assumptions:
Expected return on plan assets	0.00%	0.00%
Discount rate	3.21%	3.64%
Rate of compensation increase	0.00%	0.00%

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Debt (Schedule Of Outstanding Debt) (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017	Jan. 31, 2017
Debt Instrument [Line Items]
Commercial paper outstanding	$ 249	$ 0
Current portion of long-term debt	263	262
Short-term debt	512	262
Long-term debt, current and noncurrent	6,078	5,487
Long-term debt	5,815	5,225
2.55% Senior Debt Obligations Due 2018
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 250	250
Interest rate	2.55%
2.35% Senior Debt Obligations Due 2019
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 299	299
Interest rate	2.35%
2.35% Senior Debt Obligations Due 2020
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 498	498
Interest rate	2.35%
4.80% Senior Debt Obligations Due 2021
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 499	498
Interest rate	4.80%
2.75% Senior Debt Obligations Due 2022
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 497	496
Interest rate	2.75%		2.75%
3.30% Senior Debt Obligations Due 2023
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 348	348
Interest rate	3.30%
4.05% Senior Debt Obligations Due 2023
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 248	248
Interest rate	4.05%
3.50% Senior Debt Obligations Due 2024
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 596	596
Interest rate	3.50%
3.50% Senior Debt Obligations Due 2025
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 496	496
Interest rate	3.50%
3.75% Senior Debt Obligations Due 2026
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 596	596
Interest rate	3.75%
5.875% Senior Debt Obligations Due 2033
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 297	297
Interest rate	5.875%
4.35% Senior Debt Obligation Due 2047
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 492	492
Interest rate	4.35%		4.35%
4.20% Senior Debt Obligations Due 2048
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 592	0
Interest rate	4.20%
Mortgage Due 2035
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 367	370
Interest rate	5.70%
Other
Debt Instrument [Line Items]
Long-term debt, current and noncurrent	$ 3	$ 3

XML

Debt (Narrative) (Details) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2017	Mar. 31, 2018	Dec. 31, 2017	Jan. 31, 2017
Debt Instrument [Line Items]
Commercial paper outstanding		$ 249,000,000	$ 0
Repayments of senior debt	$ 250,000,000
4.20% Senior Debt Obligations Due 2048
Debt Instrument [Line Items]
Interest rate		4.20%
Proceeds from issuance of debt		$ 600,000,000
2.75% Senior Debt Obligations Due 2022
Debt Instrument [Line Items]
Interest rate		2.75%		2.75%
Proceeds from issuance of debt				$ 500,000,000
4.35% Senior Debt Obligation Due 2047
Debt Instrument [Line Items]
Interest rate		4.35%		4.35%
Proceeds from issuance of debt				$ 500,000,000
3.30% Senior Debt Obligations Due 2023
Debt Instrument [Line Items]
Interest rate		3.30%
Amended Revolving Credit Facility March 27, 2014
Debt Instrument [Line Items]
Term of debt		5 years
Debt facilities, maximum borrowing capacity		$ 1,500,000,000
Revolving credit facility, amount outstanding		0
Commercial Paper
Debt Instrument [Line Items]
Borrowings under uncommited bank credit line		$ 1,500,000,000
Effective interest rate		2.44%

XML

Debt (Estimated Fair Value of Significant Financial Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt	$ 512	$ 262
Long-term debt	5,815	5,225
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt	514	264
Long-term debt	$ 5,908	$ 5,444

XML

Restructuring Costs (Restructuring Activities) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Restructuring Reserve [Roll Forward]
Liability at beginning of period	$ 65	$ 93
Amounts Accrued	6	40
Cash Paid	(8)	(71)
Other	0	3
Liability at end of period	63	65
Severance
Restructuring Reserve [Roll Forward]
Liability at beginning of period	15	32
Amounts Accrued	5	31
Cash Paid	(4)	(49)
Other	(1)	1
Liability at end of period	15	15
Future rent under non-cancelable leases and other costs
Restructuring Reserve [Roll Forward]
Liability at beginning of period	50	61
Amounts Accrued	1	9
Cash Paid	(4)	(22)
Other	1	2
Liability at end of period	48	$ 50
Operating Segments | Risk and Insurance Services Segment | Acquisition Related
Restructuring Reserve [Roll Forward]
Amounts Accrued	3
Operating Segments | Consulting Segment | Acquisition Related
Restructuring Reserve [Roll Forward]
Amounts Accrued	1
Corporate | Acquisition Related
Restructuring Reserve [Roll Forward]
Amounts Accrued	$ 2

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Common Stock (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Nov. 30, 2016
Equity, Class of Treasury Stock [Line Items]
Payments for repurchase of common stock	$ 250	$ 200
Stock-based compensation, shares issued during period	2.3	3.3
Common Stock
Equity, Class of Treasury Stock [Line Items]
Common stock repurchased (in shares)	3.0	2.7
Payments for repurchase of common stock	$ 250	$ 200
Share repurchases program, authorized amount (up to)			$ 2,500
Stock repurchase program, remaining authorized repurchase amount	$ 1,300

XML

Claims, Lawsuits And Other Contingencies (Details) £ in Millions	Mar. 31, 2018 GBP (£)
Other Contingencies-Guarantees
Loss Contingencies [Line Items]
Amount reinsured by third party (up to)	£ 40

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Segment Information (Selected Information And Details For MMC's Operating Segments) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Revenue	$ 4,000	$ 3,503
Operating Income (Loss)	908	749
Equity method income	7
Risk and Insurance Services Segment
Segment Reporting Information [Line Items]
Interest on fiduciary funds (less than)	13
Operating Segments
Segment Reporting Information [Line Items]
Revenue	4,012	3,515
Operating Income (Loss)	963	793
Operating Segments | Risk and Insurance Services Segment
Segment Reporting Information [Line Items]
Revenue	2,344	1,989
Operating Income (Loss)	716	568
Interest on fiduciary funds (less than)	13	8
Equity method income	(1)	2
Operating Segments | Consulting Segment
Segment Reporting Information [Line Items]
Revenue	1,668	1,526
Operating Income (Loss)	247	225
Interest on fiduciary funds (less than)	1	1
Equity method income	3	4
Corporate and Eliminations
Segment Reporting Information [Line Items]
Revenue	(12)	(12)
Operating Income (Loss)	(55)	(44)
Intersegment Eliminations | Risk and Insurance Services Segment
Segment Reporting Information [Line Items]
Revenue	1
Intersegment Eliminations | Consulting Segment
Segment Reporting Information [Line Items]
Revenue	$ 11	$ 12

XML

Segment Information (Details of Operating Segment Revenue) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Revenue	$ 4,000	$ 3,503
Operating Segments
Segment Reporting Information [Line Items]
Revenue	4,012	3,515
Operating Segments | Risk and Insurance Services Segment
Segment Reporting Information [Line Items]
Revenue	2,344	1,989
Operating Segments | Risk and Insurance Services Segment | Marsh Insurance Group
Segment Reporting Information [Line Items]
Revenue	1,703	1,602
Operating Segments | Risk and Insurance Services Segment | Guy Carpenter Reinsurance Group
Segment Reporting Information [Line Items]
Revenue	641	387
Operating Segments | Consulting Segment
Segment Reporting Information [Line Items]
Revenue	1,668	1,526
Operating Segments | Consulting Segment | Mercer Consulting Group
Segment Reporting Information [Line Items]
Revenue	1,171	1,077
Operating Segments | Consulting Segment | Oliver Wyman Group Consulting Group
Segment Reporting Information [Line Items]
Revenue	497	449
Corporate and Eliminations
Segment Reporting Information [Line Items]
Revenue	$ (12)	$ (12)

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New Accounting Guidance - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	$ 13,812	$ 13,504	$ 13,140
Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of new accounting principle in period of adoption		14	$ 14
Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	$ 364	364
Accounting Standards Update 2016-16
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of new accounting principle in period of adoption		(14)
Accounting Standards Update 2016-16 | Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of new accounting principle in period of adoption		$ (14)

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New Accounting Guidance - ASC 606 (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jan. 01, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues [Abstract]
Revenue	$ 4,000	$ 3,503
Expense:
Compensation and benefits	2,224	2,005
Other operating expenses	868	749
Operating expenses	3,092	2,754
Operating income	908	749
Other net benefit credits	66	60
Interest income	3	2
Interest expense	(61)	(58)
Income before income taxes	916	753
Income tax expense	220	175
Net Income Before Non-Controlling Interests	690	569
Less: Net income attributable to non-controlling interests	6	9
Net income attributable to the Company	690	569
Assets
Cash and cash equivalents	1,168	930		$ 1,205	$ 1,026
Net receivables	4,562		$ 4,201	4,133
Other current assets	540		542	224
Total current assets	6,270			5,562
Goodwill and intangible assets	9,194			9,089
Fixed assets, net	713			712
Pension related assets	1,857			1,693
Deferred tax assets	554		552	669
Total assets	21,379			20,429
Liabilities
Short-term debt	512			262
Accounts payable and accrued liabilities	2,343		2,205	2,083
Accrued compensation and employee benefits	813			1,718
Accrued income taxes	261			199
Dividends payable	193			0
Total current liabilities	4,122			4,262
Fiduciary liabilities	5,140			4,847
Less – cash and investments held in a fiduciary capacity	(5,140)			(4,847)
Fiduciary Liabilities, Net, Noncurrent	0			0
Long-term debt	5,815			5,225
Pension, post-retirement and post-employment benefits	1,842			1,888
Liabilities for errors and omissions	312			301
Other liabilities	1,267		1,334	1,311
Equity [Abstract]
Retained earnings	13,812		13,504	13,140
Total equity	8,021	6,619		7,442
Total liabilities and stockholders' equity	21,379			$ 20,429
Statement of Cash Flows [Abstract]
Net income before non-controlling interests	696	578
Depreciation and amortization of fixed assets and capitalized software	80	80
Amortization of intangible assets	45	40
Adjustments and payments related to contingent consideration liability	(5)	(20)
Provision for deferred income taxes	11	25
(Gain) loss on disposition of assets	(1)	6
Share-based compensation expense	50	42
Net receivables	(357)	(146)
Other current assets	2	(43)
Other assets	(32)	(25)
Accounts payable and accrued liabilities	135	60
Accrued compensation and employee benefits	(905)	(888)
Accrued income taxes	61	56
Contributions to pension and other benefit plans in excess of current year expense/credit	(96)	(106)
Other liabilities	17	(46)
Effect of exchange rate changes	(65)	(12)
Net cash used for operations	(364)	$ (399)
Accounting Standards Update 2014-09
Revenues [Abstract]
Revenue	4,000
Expense:
Compensation and benefits	2,224
Other operating expenses	868
Operating expenses	3,092
Operating income	908
Other net benefit credits	66
Interest income	3
Interest expense	(61)
Income before income taxes	916
Income tax expense	220
Net Income Before Non-Controlling Interests	696
Less: Net income attributable to non-controlling interests	6
Net income attributable to the Company	690
Assets
Cash and cash equivalents	1,168
Net receivables	4,562		68
Other current assets	540		318
Total current assets	6,270
Goodwill and intangible assets	10,450
Fixed assets, net	713
Pension related assets	1,857
Deferred tax assets	554		(103)
Other assets	1,535
Total assets	21,379
Liabilities
Short-term debt	512
Accounts payable and accrued liabilities	2,343		122
Accrued compensation and employee benefits	813
Accrued income taxes	261
Dividends payable	193
Total current liabilities	4,122
Fiduciary liabilities	5,140
Less – cash and investments held in a fiduciary capacity	5,140
Fiduciary Liabilities, Net, Noncurrent	0
Long-term debt	5,815
Pension, post-retirement and post-employment benefits	1,842
Liabilities for errors and omissions	312
Other liabilities	1,267		23
Equity [Abstract]
Retained earnings	364		$ 364
Total equity	8,021
Total liabilities and stockholders' equity	21,379
Statement of Cash Flows [Abstract]
Net income before non-controlling interests	696
Depreciation and amortization of fixed assets and capitalized software	80
Amortization of intangible assets	45
Adjustments and payments related to contingent consideration liability	(5)
Provision for deferred income taxes	11
(Gain) loss on disposition of assets	(1)
Share-based compensation expense	50
Net receivables	(357)
Other current assets	2
Other assets	(32)
Accounts payable and accrued liabilities	135
Accrued compensation and employee benefits	(905)
Accrued income taxes	61
Contributions to pension and other benefit plans in excess of current year expense/credit	(96)
Other liabilities	17
Effect of exchange rate changes	(65)
Net cash used for operations	(364)
Calculated under Revenue Guidance in Effect before Topic 606 | Accounting Standards Update 2014-09
Revenues [Abstract]
Revenue	3,839
Expense:
Compensation and benefits	2,164
Other operating expenses	868
Operating expenses	3,032
Operating income	807
Other net benefit credits	66
Interest income	3
Interest expense	(61)
Income before income taxes	815
Income tax expense	194
Net Income Before Non-Controlling Interests	621
Less: Net income attributable to non-controlling interests	6
Net income attributable to the Company	615
Assets
Cash and cash equivalents	1,168
Net receivables	4,320
Other current assets	246
Total current assets	5,734
Goodwill and intangible assets	10,450
Fixed assets, net	713
Pension related assets	1,857
Deferred tax assets	673
Other assets	1,304
Total assets	20,731
Liabilities
Short-term debt	512
Accounts payable and accrued liabilities	2,167
Accrued compensation and employee benefits	813
Accrued income taxes	261
Dividends payable	193
Total current liabilities	3,946
Fiduciary liabilities	5,140
Less – cash and investments held in a fiduciary capacity	5,140
Fiduciary Liabilities, Net, Noncurrent	0
Long-term debt	5,815
Pension, post-retirement and post-employment benefits	1,842
Liabilities for errors and omissions	312
Other liabilities	1,234
Equity [Abstract]
Total equity	7,582
Total liabilities and stockholders' equity	20,731
Statement of Cash Flows [Abstract]
Net income before non-controlling interests	621
Depreciation and amortization of fixed assets and capitalized software	80
Amortization of intangible assets	45
Adjustments and payments related to contingent consideration liability	(5)
Provision for deferred income taxes	11
(Gain) loss on disposition of assets	(1)
Share-based compensation expense	50
Net receivables	(183)
Other current assets	(22)
Other assets	(43)
Accounts payable and accrued liabilities	81
Accrued compensation and employee benefits	(905)
Accrued income taxes	61
Contributions to pension and other benefit plans in excess of current year expense/credit	(96)
Other liabilities	7
Effect of exchange rate changes	(65)
Net cash used for operations	(364)
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
Revenues [Abstract]
Revenue	(161)
Expense:
Compensation and benefits	(60)
Other operating expenses	0
Operating expenses	(60)
Operating income	(101)
Other net benefit credits	0
Interest income	0
Interest expense	0
Income before income taxes	(101)
Income tax expense	(26)
Net Income Before Non-Controlling Interests	(75)
Less: Net income attributable to non-controlling interests	0
Net income attributable to the Company	(75)
Assets
Cash and cash equivalents	0
Net receivables	(242)
Other current assets	(294)
Total current assets	(536)
Goodwill and intangible assets	0
Fixed assets, net	0
Pension related assets	0
Deferred tax assets	119
Other assets	(231)
Total assets	(648)
Liabilities
Short-term debt	0
Accounts payable and accrued liabilities	(176)
Accrued compensation and employee benefits	0
Accrued income taxes	0
Dividends payable	0
Total current liabilities	(176)
Fiduciary liabilities	0
Less – cash and investments held in a fiduciary capacity	0
Fiduciary Liabilities, Net, Noncurrent	0
Long-term debt	0
Pension, post-retirement and post-employment benefits	0
Liabilities for errors and omissions	0
Other liabilities	(33)
Equity [Abstract]
Total equity	(439)
Total liabilities and stockholders' equity	(648)
Statement of Cash Flows [Abstract]
Net income before non-controlling interests	(75)
Depreciation and amortization of fixed assets and capitalized software	0
Amortization of intangible assets	0
Adjustments and payments related to contingent consideration liability	0
Provision for deferred income taxes	0
(Gain) loss on disposition of assets	0
Share-based compensation expense	0
Net receivables	174
Other current assets	(24)
Other assets	(11)
Accounts payable and accrued liabilities	(54)
Accrued compensation and employee benefits	0
Accrued income taxes	0
Contributions to pension and other benefit plans in excess of current year expense/credit	0
Other liabilities	(10)
Effect of exchange rate changes	0
Net cash used for operations	$ 0

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New Accounting Guidance - Early Adoption (Details) - USD ($) $ in Millions	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Net receivables	$ 4,562	$ 4,201	$ 4,133
Other current assets	540	542	224
Other assets	1,535	1,656	1,430
Deferred tax assets	554	552	669
Accounts payable and accrued liabilities	2,343	2,205	2,083
Other liabilities	1,267	1,334	1,311
Other Accumulated Comprehensive Income		(14)	0
Retained earnings	13,812	13,504	$ 13,140
Accounting Standards Update 2014-09
Disaggregation of Revenue [Line Items]
Net receivables	4,562	68
Other current assets	540	318
Other assets		226
Deferred tax assets	554	(103)
Accounts payable and accrued liabilities	2,343	122
Other liabilities	1,267	23
Other Accumulated Comprehensive Income		0
Retained earnings	$ 364	364
Accounting Standards Update 2016-01
Disaggregation of Revenue [Line Items]
Net receivables		0
Other current assets		0
Other assets		0
Deferred tax assets		0
Accounts payable and accrued liabilities		0
Other liabilities		0
Other Accumulated Comprehensive Income		(14)
Retained earnings		14
Accounting Standards Update 2016-16
Disaggregation of Revenue [Line Items]
Net receivables		0
Other current assets		0
Other assets		0
Deferred tax assets		(14)
Accounts payable and accrued liabilities		0
Other liabilities		0
Other Accumulated Comprehensive Income		0
Cumulative effect of new accounting principle in period of adoption		$ (14)