SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________

~~Quarterly Report Pursuant to Section 13 or 15(d)~~(Mark One)

~~of the Securities Exchange Act of 1934~~



☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, ~~2019~~2020

~~_____________________________________________~~ OR



☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

____________________________________________

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, New York10036

~~(212)~~ (212) 345-5000

_____________________________________________

Commission file number 1-5998

State of Incorporation: Delaware

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

_____________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of exchange on which registered
Common Stock, par value $1.00 per share	MMC	New York Stock Exchange
		Chicago Stock Exchange
		London Stock Exchange

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. Yesý 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). Yesý 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 Filerx	☒	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 24, ~~2019,~~2020, there were outstanding ~~507,238,809~~506,118,813 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," ~~"forecast,"~~ "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would."

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

the financial and operational impact of the coronavirus global pandemic on our revenue and ability to ~~successfully integrate or achieve~~generate new business, our overall level of profitability and cash flow, and our liquidity, particularly the ~~intended benefits~~timeliness and ultimate collectability of ~~the acquisition of JLT;~~our receivables;

the impact of ~~any investigations, reviews,~~disruption in the credit or ~~other activity by regulatory~~financial markets, or ~~law enforcement authorities,~~changes to our credit ratings, including as a result of COVID-19, on our ability to access capital or repay our significant outstanding indebtedness on favorable terms and our compliance with the ~~ongoing investigations by~~covenants contained in the ~~European Commission competition authority;~~agreements that govern our indebtedness;

the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other claims against ~~us;~~us, including claims related to pandemic coverage;

our ~~organization's~~ability to manage risks associated with our investment management and related services business, particularly in the context of volatile equity markets caused by COVID-19, including our ability to execute timely trades in light of increased trading volume and to manage potential conflicts of interest between investment consulting and fiduciary management services;

our ability to compete effectively and adapt to changes in the competitive environment, including to respond to technological change, disintermediation, digital disruption and other types of innovation;

our ability to attract and retain industry leading talent;

our 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 identify and patch software ~~vulnerabilities;~~

~~our ability to compete effectively and adapt to changes~~vulnerabilities, including those in the ~~competitive environment, including to respond to disintermediation, digital disruption and~~existing JLT information systems;

the impact of investigations, reviews, or other ~~types of innovation;~~activity by regulatory or law enforcement authorities;

the financial and operational impact of complying with laws and regulations where we operate and the risks of noncompliance with such laws, including anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act, trade sanctions regimes and cybersecurity and data privacy regulations such as the E.U.’s General Data Protection ~~Regulation, anti-corruption laws and trade sanctions regimes;~~

the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate, including the impact and uncertainty around Brexit or the inability to collect on our receivables;Regulation;

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

our ability to manage risks associated with our investment management and related services business, including potential conflicts of interest between investment consulting and fiduciary management services;

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

the impact of changes in tax laws, guidance and interpretations, including certain provisions of the U.S. Tax Cuts and Jobs Act, or disagreements with tax ~~authorities;~~

~~our ability to repay our outstanding long-term debt in a timely manner and on favorable terms, including approximately $6.5 billion issued in connection with the acquisition of JLT;~~

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

~~the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact the new lease accounting standard.~~authorities.

The factors identified above are not exhaustive. WeMarsh & McLennan Companies and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, 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 this Quarterly Report on Form 10-Q and our most recently filed Annual Report on Form 10-K.

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 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	36
	OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4650

ITEM 4.	CONTROLS & PROCEDURES	4751

PART II. OTHER INFORMATION		4852

ITEM 1.	LEGAL PROCEEDINGS	4852

ITEM 1A.	RISK FACTORS	4852

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4954

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	4954

ITEM 4.	MINE SAFETY DISCLOSURE	4954

ITEM 5.	OTHER INFORMATION	4954

ITEM 6.	EXHIBITS	4954

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)	2020			2019
Revenue	$	4,651		$	4,071
Expense:
Compensation and benefits	2,555			2,282
Other operating expenses	1,026			851
Operating expenses	3,581			3,133
Operating income	1,070			938
Other net benefit credits	64			64
Interest income	2			28
Interest expense	(127		)	(120		)
Investment (loss) income	(2		)	5
Acquisition related derivative contracts	—			29
Income before income taxes	1,007			944
Income tax expense	240			217
Net income before non-controlling interests	767			727
Less: Net income attributable to non-controlling interests	13			11
Net income attributable to the Company	$	754		$	716
Net income per share attributable to the Company:
Basic	$	1.49		$	1.42
Diluted	$	1.48		$	1.40
Average number of shares outstanding:
Basic	505			505
Diluted	510			511
Shares outstanding at March 31,	506			507

Three Months Ended
March 31,
(In millions, except per share amounts) 2019
2018
Revenue $ 4,071
$ 4,000
Expense:
Compensation and benefits 2,282
2,224
Other operating expenses 851
868
Operating expenses 3,133
3,092
Operating income 938
908
Other net benefit credits 64
66
Interest income 28
3
Interest expense (120 ) (61 )
Investment income 5
—
Change in fair value of acquisition related derivative contracts 29
—
Income before income taxes 944
916
Income tax expense 217
220
Net income before non-controlling interests 727
696
Less: Net income attributable to non-controlling interests 11
6
Net income attributable to the Company $ 716
$ 690
Net income Per Share Attributable to the Company:
Basic $ 1.42
$ 1.36
Diluted $ 1.40
$ 1.34
Average number of shares outstanding:
Basic 505
508
Diluted 511
514
Shares outstanding at March 31, 507
508

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended
March 31,
(In millions) 2019
2018
Net income before non-controlling interests $ 727
$ 696
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments 96
228
(Loss) related to pension/post-retirement plans (43 ) (84 )
Other comprehensive income, before tax 53
144
Income tax (benefit) on other comprehensive income (4 ) (8 )
Other comprehensive income, net of tax 57
152
Comprehensive income 784
848
Less: comprehensive income attributable to non-controlling interest 11
6
Comprehensive income attributable to the Company $ 773
$ 842



	Three Months Ended March 31,
(In millions)	2020			2019
Net income before non-controlling interests	$	767		$	727
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments	(941		)	96
Gain (loss) related to pension/post-retirement plans	175			(43		)
Other comprehensive (loss) income, before tax	(766		)	53
Income tax expense (benefit) on other comprehensive income (loss)	26			(4		)
Other comprehensive (loss) income, net of tax	(792		)	57
Comprehensive (loss) income	(25		)	784
Less: comprehensive income attributable to non-controlling interest	13			11
Comprehensive (loss) income attributable to the Company	$	(38	)	$	773

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(In millions, except share amounts)	(Unaudited) March 31, 2019			December 31, 2018			(Unaudited) March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	1,117		$	1,066		$	1,480		$	1,155
Receivables
Commissions and fees	4,315			3,984			5,028			4,608
Advanced premiums and claims	59			79			113			123
Other	372			366			561			645
	4,746			4,429			5,702			5,376
Less-allowance for doubtful accounts and cancellations	(116		)	(112		)
Less-allowance for credit losses							(144		)	(140		)
Net receivables	4,630			4,317			5,558			5,236
Funds held in escrow for acquisition	6,359			—
Other current assets	569			551			711			677
Total current assets	12,675			5,934			7,749			7,068
Goodwill	9,739			9,599			14,412			14,671
Other intangible assets	1,464			1,437			2,663			2,774
Fixed assets (net of accumulated depreciation and amortization of $1,889 at March 31, 2019 and $1,842 at December 31, 2018)	716			701
Fixed assets (net of accumulated depreciation and amortization of $2,012 at March 31, 2020 and $2,001 at December 31, 2019)							850			858
Pension related assets	1,815			1,688			1,619			1,632
Right of use assets	1,625			—			1,885			1,921
Deferred tax assets	680			680			694			676
Other assets	1,423			1,539			1,519			1,757
	$	30,137		$	21,578		$	31,391		$	31,357

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)


(In millions, except share amounts)	(Unaudited) March 31, 2019			December 31, 2018			(Unaudited) March 31, 2020			December 31, 2019
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	1,562		$	314		$	2,409		$	1,215
Accounts payable and accrued liabilities	2,244			2,234			2,611			2,746
Accrued compensation and employee benefits	892			1,778			1,018			2,197
Acquisition related derivatives	283			441
Current lease liabilities	291			—			334			342
Accrued income taxes	256			157			256			179
Dividends payable	211			—			231			—
Total current liabilities	5,739			4,924			6,859			6,679
Fiduciary liabilities	5,243			5,001			7,661			7,344
Less – cash and investments held in a fiduciary capacity	(5,243		)	(5,001		)	(7,661		)	(7,344		)
	—			—			—			—
Long-term debt	11,472			5,510			11,231			10,741
Pension, post-retirement and post-employment benefits	1,874			1,911			2,248			2,336
Long-term lease liabilities	1,590			—			1,898			1,926
Liabilities for errors and omissions	282			287			343			335
Other liabilities	1,194			1,362			1,361			1,397
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, 2019 and December 31, 2018	561			561
Common stock, $1 par value, authorized 1,600,000,000 shares, issued 560,641,640 shares at March 31, 2020 and December 31, 2019							561			561
Additional paid-in capital	681			817			746			862
Retained earnings	14,642			14,347			15,490			15,199
Accumulated other comprehensive loss	(4,590		)	(4,647		)	(5,847		)	(5,055		)
Non-controlling interests	77			73			156			150
	11,371			11,151			11,106			11,717
Less – treasury shares, at cost, 53,623,897 shares at March 31, 2019 and 56,804,468 shares at December 31, 2018	(3,385		)	(3,567		)
Less – treasury shares, at cost, 54,694,523 shares at March 31, 2020 and 57,013,097 shares at December 31, 2019							(3,655		)	(3,774		)
Total equity	7,986			7,584			7,451			7,943
	$	30,137		$	21,578		$	31,391		$	31,357

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH ~~FLOWS(Unaudited)~~FLOWS (Unaudited)


For the Three Months Ended March 31,
(In millions)	2019			2018			2020			2019
Operating cash flows:
Net income before non-controlling interests	$	727		$	696		$	767		$	727
Adjustments to reconcile net income to cash used for operations:
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization of fixed assets and capitalized software	74			80			97			74
Amortization of intangible assets	51			45			86			51
Amortization of right of use asset	68			—
Non cash lease expense							80			68
Adjustments and payments related to contingent consideration liability	(18		)	(5		)	(10		)	(18		)
Provision for deferred income taxes	(9		)	11			9			(9		)
(Gain) loss on investments	(5		)	—
(Gain) loss on disposition of assets	—			(1		)
Loss (gain) on investments							2			(5		)
Gain on disposition of assets							(3		)	—
Share-based compensation expense	57			50			72			57
Change in fair value of acquisition-related derivative contracts	(29		)	—			—			(29		)
Changes in assets and liabilities:
Net receivables	(309		)	(357		)	(313		)	(309		)
Other current assets	(37		)	2			(34		)	(37		)
Other assets	(1		)	(32		)	57			(1		)
Accounts payable and accrued liabilities	79			135			(140		)	79
Accrued compensation and employee benefits	(886		)	(905		)	(1,178		)	(886		)
Accrued income taxes	96			61			91			96
Contributions to pension and other benefit plans in excess of current year expense/credit	(80		)	(96		)
Contributions to pension and other benefit plans in excess of current year credit							(85		)	(80		)
Other liabilities	42			17			(38		)	42
Operating lease liabilities	(73		)	—			(86		)	(73		)
Effect of exchange rate changes	(23		)	(65		)	(12		)	(23		)
Net cash used for operations	(276		)	(364		)	(638		)	(276		)
Financing cash flows:
Purchase of treasury shares	—			(250		)
Net increase in commercial paper	748			249			193			748
Borrowings from term-loan and credit facilities							2,000			—
Proceeds from issuance of debt	6,462			592			—			6,462
Repayments of debt	(3		)	(3		)	(503		)	(3		)
Acquisition-related hedging payments	(129		)	—
Purchase of non-controlling interests							(3		)	—
Acquisition-related derivative payments							—			(129		)
Shares withheld for taxes on vested units – treasury shares	(86		)	(61		)	(112		)	(86		)
Issuance of common stock from treasury shares	77			32			44			77
Payments of deferred and contingent consideration for acquisitions	(29		)	(70		)	(29		)	(29		)
Distributions of non-controlling interests	(4		)	(6		)	(18		)	(4		)
Dividends paid	(210		)	(189		)	(232		)	(210		)
Net cash provided by financing activities	6,826			294			1,340			6,826
Investing cash flows:
Capital expenditures	(73		)	(58		)	(118		)	(73		)
Sales of long-term investments	115			9
Net sales of long-term investments							57			115
Purchase of equity investment	(88		)	—			—			(88		)
Proceeds from sales of fixed assets	1			1			—			1
Dispositions	—			3			7			—
Acquisitions	(140		)	(24		)	(200		)	(140		)
Other, net	(2		)	(1		)	9			(2		)
Net cash used for investing activities	(187		)	(70		)	(245		)	(187		)
Effect of exchange rate changes on cash and cash equivalents	47			103			(132		)	47
Increase (decrease) in cash and cash equivalents and funds held in escrow	6,410			(37		)
Increase in cash and cash equivalents and cash held in escrow							325			6,410
Cash and cash equivalents at beginning of period	1,066			1,205			1,155			1,066

Cash balances, end of period
Cash and cash equivalents at end of period	1,117			1,168			$	1,480		$	1,117
Funds held in escrow for acquisition	6,359			—			—			6,359
Total	$	7,476		$	1,168		$	1,480		$	7,476

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

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


For the Three Months Ended March 31,
							Three Months Ended March 31,
(In millions, except per share amounts)	2019			2018			2020			2019
COMMON STOCK
Balance, beginning and end of period	$	561		$	561		$	561		$	561
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year	$	817		$	784
Balance, beginning of period							$	862		$	817
Change in accrued stock compensation costs	(101		)	(75		)	(129		)	(101		)
Issuance of shares under stock compensation plans and employee stock purchase plans	(35		)	(27		)	14			(35		)
Other							(1		)	—
Balance, end of period	$	681		$	682		$	746		$	681
RETAINED EARNINGS
Balance, beginning of year	$	14,347		$	13,140
Cumulative effect of adoption of the revenue recognition standard (See Note 19)	—			364
Cumulative effect of adoption of other accounting standards (See Note 19)	—			—
Balance, beginning of period							$	15,199		$	14,347
Net income attributable to the Company	716			690			754			716
Dividend equivalents declared – (per share amounts: $0.83 in 2019 and $0.75 in 2018)	(2		)	(1		)
Dividends declared – (per share amounts: $0.83 in 2019 and $0.75 in 2018)	(419		)	(381		)
Dividend equivalents declared							(4		)	(2		)
Dividends declared							(459		)	(419		)
Balance, end of period	$	14,642		$	13,812		$	15,490		$	14,642
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year	$	(4,647	)	$	(4,043	)
Cumulative effect of adoption of the financial instruments standard (See Note 19)	—			(14		)
Other comprehensive income, net of tax	57			152
Balance, beginning of period							$	(5,055	)	$	(4,647	)
Other comprehensive loss, net of tax							(792		)	57
Balance, end of period	$	(4,590	)	$	(3,905	)	$	(5,847	)	$	(4,590	)
TREASURY SHARES
Balance, beginning of year	$	(3,567	)	$	(3,083	)
Balance, beginning of period							$	(3,774	)	$	(3,567	)
Issuance of shares under stock compensation plans and employee stock purchase plans	182			123			119			182
Purchase of treasury shares	—			(250		)
Balance, end of period	$	(3,385	)	$	(3,210	)	$	(3,655	)	$	(3,385	)
NON-CONTROLLING INTERESTS
Balance, beginning of year	$	73		$	83
Balance, beginning of period							$	150		$	73
Net income attributable to non-controlling interests	11			6			13			11
Net non-controlling interests disposed							(3		)	—
Distributions and other changes	(7		)	(8		)	(4		)	(7		)
Balance, end of period	$	77		$	81		$	156		$	77
TOTAL EQUITY	$	7,986		$	8,021		$	7,451		$	7,986
Dividends declared per share							$	0.91		$	0.83

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

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"), is 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,~~offering clients advice and solutions in risk, strategy and people. Its businesses include: Marsh, the insurance ~~broking,~~broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance ~~broking~~specialist; Mercer, the provider of HR and ~~insurance program management services for businesses, public entities, insurance companies, associations, professional services organizations,~~Investment related financial advice 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~~services; and Oliver Wyman ~~Group. Mercer provides consulting expertise, advice, services and solutions in~~Group, the ~~areas of health, wealth and career consulting services and products. Oliver Wyman Group provides specialized~~ management, ~~and~~ economic and brand ~~consulting services.~~consultancy. With 76,000 colleagues worldwide and annual revenue of $17 billion, the Company provides analysis, advice and transactional capabilities to clients in more than 130 countries.

Business Update Related To COVID-19

In March 2020, the World Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak has become increasingly widespread around the world, including virtually every geography in which the Company operates. The pandemic has created uncertainty about the impact on the global economy and has resulted in impacts to the financial markets and asset values. Governments have implemented various restrictions around the world, including closure of non-essential businesses, travel restrictions, shelter-in-place requirements for citizens and other restrictions. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are uncertain and cannot be accurately predicted. This includes new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets.

The Company has taken a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, arranging work from home capabilities and flexible work policies. By the end of March, nearly all of the Company’s colleagues were working fully in a remote work environment, with virtually no disruption in the ability to serve clients. The safety and well-being of our colleagues is our first priority. The Company has established a $5 million support fund for colleagues in need, as well as matching gifts for charitable contributions. The Company is monitoring and assessing the impact of the COVID-19 pandemic on a daily basis to ensure that it continues to adhere to guidelines and orders issued by federal, state and local governments.

The ultimate extent of the COVID-19 impact to the Company will depend on numerous evolving factors and future developments that it is not able to predict. Factors that could adversely affect the Company’s financial statements related to the financial and operational impact of COVID-19 are outlined in “Item 1A - Risk Factors” in the Company’s Form 10-Q.

JLT Acquisition

On April 1, 2019, the Company completed its previously announced acquisition (the "Transaction") of all of the outstanding shares of Jardine Lloyd Thompson Group plc ("JLT"), a public company organized under the laws of England and Wales. ~~Acquisitions~~JLT's results of operations for the three month period ended March 31, 2020 are included in the Company's results of operations. The first quarter of 2019 does not reflect JLT’s results of operations for that period and ~~dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8 to the consolidated financial statements.~~therefore may affect comparability.

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, ~~2018~~2019 (the ~~"2018~~"2019 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, ~~2019~~2020 and ~~2018.~~2019.

Estimates: The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis the Company evaluates its estimates, judgments and methodologies. The estimates are based on historical experience and on various other assumptions that the Company believes are reasonable. Such matters include:

the allowance for current expected credit losses on receivables,

estimates of revenue,

impairment assessments and charges,

recoverability of long-lived assets,

liabilities for errors and omissions,

deferred tax assets, uncertain tax positions and income tax expense,

share-based and incentive compensation expense,

useful lives assigned to long-lived assets, and depreciation and amortization,

fair value estimates of contingent consideration receivable or payable related to acquisitions or dispositions

The Company believes these estimates are reasonable based on information currently available at the time they are made. Management has made estimates of the impact of COVID-19 within the Company’s financial statements and there may be changes to those estimates in future periods. The ultimate extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s businesses, results of operations and financial condition will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain it or treat it, and the economic impact on local, regional, national and international customers and markets. Actual results may differ from these estimates.

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 primarily related to regulatory requirements outside of the United States or as collateral under captive insurance arrangements. At March 31, ~~2019,~~2020, the Company maintained ~~$196~~$202 million compared to $197 million at December 31, 2019 related to these regulatory requirements.

Funds Held in Escrow For Acquisition

The Company received proceeds from debt issuances related to the JLT Transaction in the first quarter of 2019, which were placed in escrow. At March 31, 2019, these funds were reported as funds held in escrow for acquisition in the consolidated balance sheet. The funds were released from escrow upon the completion of the Transaction in April 2019.

Allowance for Current Expected Credit Losses on Accounts Receivable

The Company’s policy for providing an allowance for current expected credit losses (“CECL”) on its accounts receivable is based on management’s best estimate of amounts that will be uncollectible primarily based on the Company’s historical experience of collections in its various businesses and other events that may affect the net realizable value of receivables. The charge related to expected credit losses was immaterial to the consolidated statement of income in the first quarter of 2020.

Investments

The caption "Investment ~~income~~ (loss)" 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 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.

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 $2 million for the three months ended March 31, 2020 compared to net investment income of $5 million for the three ~~months~~month period ended March 31, ~~2019 compared to a net investment loss~~2019. The three-month period ending March 31, 2020 includes losses of ~~less than~~ $1 million ~~for the same period~~related to mark-to-market changes in ~~the prior year.~~equity securities and sales of equity securities, and losses of $1 million related to investments in private equity funds and other investments. The three month period ending March 31, 2019 ~~includes~~include gains of $3 million related to mark-to-market changes in equity securities and ~~gains of~~ $2 million related to investments in private equity funds and other investments.

~~Leases~~

Effective January 1, 2019, the Company adopted the new accounting guidance related to leases. Under the new guidance, a lessee is required to recognize assets and liabilities for its leases with lease terms more than 12 months. The Company adopted this new standard 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, 2019. There was no cumulative-effect adjustment required to be booked to retained earnings upon transition. Prior period results have not been restated to reflect the adoption of this new standard.

On January 1, 2019, the Company recognized a lease liability of $1.9 billion and a corresponding right-of-use asset ("ROU asset") of $1.7 billion, including the reclassification of approximately $0.2 billion of unamortized lease incentives and restructuring liabilities, upon the adoption of this standard, with minimal impact on the consolidated statement of income.

~~See Note 12 for further information related to Leases.~~

Income Taxes

The Company's effective tax rate in the first quarter of ~~2019~~2020 was ~~23%~~23.8% compared with ~~23.9%~~23.0% in the first quarter of ~~2018.~~2019. 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, changes in uncertain tax positions, deferred tax adjustments 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 ~~3.2%~~2.6% and ~~2.4%~~3.2% in the first quarters of ~~2019~~2020 and ~~2018,~~2019, respectively.

The ~~Company is routinely examined by~~Company's tax ~~authorities~~rate reflects its income, statutory tax rates and tax planning in the various jurisdictions in which it ~~has significant operations. The Company regularly considers~~operates. Significant judgment is required in determining the ~~likelihood of assessments~~annual effective tax rate and in ~~each~~evaluating uncertain tax positions.

Losses in one jurisdiction, generally, cannot 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 ~~taxing jurisdictions resulting from examinations. When evaluating~~realizability of associated deferred tax assets. The tax rate is also sensitive to changes in unrecognized tax benefits, including the ~~potential imposition~~impact of ~~penalties, the Company considers~~settled tax audits and expired statutes of limitation.

Changes in tax laws or tax rulings may have a ~~number of relevant factors under penalty statutes, including appropriate disclosure of the~~significant impact on our effective tax ~~return position, the existence of legal authority supporting the Company's position, and reliance on the opinion of professional tax advisors.~~

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 ~~$78~~$86 million at December 31, ~~2018~~2019 to ~~$74~~$82 million at March 31, ~~2019~~2020 due to current accruals offset by settlements of audits and expirations of statutes of limitation. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between ~~zero~~0 and approximately ~~$10~~$13 million within the next twelve months due to settlements of audits and expirations of statutes of limitation.

Integration and Restructuring Charges

Severance and related costs are recognized based on amounts due under established severance plans or estimates of one-time benefits that will be provided. Typically, severance benefits are recognized when the impacted colleagues are notified of their expected termination and such termination is expected to occur within the legally required notification period. These costs are included in compensation and benefits in the consolidated statements of income.

Costs for real estate consolidation are recognized based on the type of cost, and the expected future use of the facility. For locations where the Company does not expect to sub-lease the property, the amortization of any right-of-use asset is accelerated from the decision date to the cease use date. For locations where the Company expects to sub-lease the properties subsequent to its vacating the property, the right-of-use asset is reviewed for potential impairment at the earlier of the cease use date or the date a sub-lease is signed. To determine the amount of impairment, the fair value of the right-of-use asset is determined based on the present value of the estimated net cash flows related to the property. Contractual costs outside of the right-of-use asset are recognized based on the net present value of expected future cash outflows for which the Company will not receive any benefit. Such amounts are reliant on estimates of future sub-lease income to be received and future contractual costs to be incurred. These costs are included in other operating expenses in the consolidated statements of income.

Other costs related to integration and restructuring, such as moving, legal or consulting costs are recognized as incurred. These costs are included in other operating expenses in the consolidated statements of income.

3. Revenue

The core principle of the revenue recognition 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.

~~Other~~ The Company's revenue ~~included~~recognition guidance is provided in more detail in Note 3 of the consolidated financial statements ~~of income that is not from contracts with customers is approximately 1% 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 arenotes thereto

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, revenue is recognized using output measures, which correspond to the progress toward completing the performance obligation. Fees for non-risk transfer services provided to clients are recognized over timeincluded 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 is also 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 policies 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 from invoice date.

Reinsurance brokerage revenue is recognized on the effective date of the treaty. Payment terms depend on the type of reinsurance. For XOL treaties, brokerage revenue 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 companies2019 Form 10-K 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 faithfully~~depicts 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 a 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 65% 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.year ended December 31, 2019.

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



	Three Months Ended March 31,
(In millions)	2020
Marsh:
EMEA	$	754
Asia Pacific	238
Latin America	91
Total International	1,083
U.S./Canada	978
Total Marsh	2,061
Guy Carpenter	827
Subtotal	2,888
Fiduciary interest income	23
Total Risk and Insurance Services	$	2,911
Mercer:
Wealth	$	592
Health	486
Career	173
Total Mercer	1,251
Oliver Wyman	511
Total Consulting	$	1,762

Three Months Ended
March 31,
2019
Marsh:
EMEA $ 633
Asia Pacific 165
Latin America 78
Total International 876
U.S./Canada 861
Total Marsh 1,737
Guy Carpenter 663
Subtotal 2,400
Fiduciary interest income 23
Total Risk and Insurance Services $ 2,423

Mercer:
Wealth $ 543
Health 442
Career 170
Total Mercer 1,155
Oliver Wyman 518
Total Consulting $ 1,673

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



(In millions)	March 31, 2020		December 31, 2019
Contract Assets	$	270	$	207
Contract Liabilities	$	659	$	593

(In millions) March 31, 2019 January 1, 2019
Contract Assets $ 198
$ 112
Contract Liabilities $ 611
$ 545

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, 2019 to March 31, 2019 is primarily due to $128 million of additions during the period partly offset by $42 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 current liabilities in the Company's consolidated balance sheet. Revenue recognized in the first three months of 2020 and 2019 that was included in the contract liability balance at the beginning of ~~the year~~each of those years was $289 million and $169 ~~million.~~million, respectively. The amount of revenue recognized in the first three months of 2020 and 2019 from performance obligations satisfied in previous periods, mainly due to variable consideration from contracts with insurers, quota share business and consulting contracts previously considered constrained was $29 million and $17 million,.

respectively.

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 ~~$30~~$36 million for Marsh, ~~$429~~$221 million for Mercer and $3$2 million for Oliver Wyman. The Company expects revenue in ~~2020,~~ 2021, 2022, 2023, 2024 and ~~2024~~2025 and beyond of ~~$190~~$142 million, ~~$130~~$65 million, ~~$81~~$37 million, ~~$44~~$10 million and ~~$17~~$5 million, respectively, related to these performance obligations.

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 $23 million and $13 million for the three months ended March 31, 2019 and 2018, respectively. The Consulting segment recorded~~ ("fiduciary interest ~~income~~income") of $1$23 million in each of the three month periods ended March 31, 2020 and March 31, 2019, respectively. The Consulting segment recorded fiduciary interest income of $1 million for the three month periods ended March 31, 2020 and ~~2018,~~2019, 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 ~~$9.2~~$9.7 billion at March 31, ~~2019~~2020 and ~~$7.3~~$8.9 billion atDecember 31, ~~2018.~~2019. 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.

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)	2020		2019
Net income before non-controlling interests	$	767	$	727
Less: Net income attributable to non-controlling interests	13		11
Net income attributable to the Company	$	754	$	716
Basic weighted average common shares outstanding	505		505
Dilutive effect of potentially issuable common shares	5		6
Diluted weighted average common shares outstanding	510		511
Average stock price used to calculate common stock equivalents	$	107.10	$	88.54

Basic and Diluted EPS Calculation Three Months Ended
March 31,
(In millions, except per share amounts) 2019
2018
Net income before non-controlling interests $ 727
$ 696
Less: Net income attributable to non-controlling interests 11
6
Net income attributable to the Company $ 716
$ 690
Basic weighted average common shares outstanding 505
508
Dilutive effect of potentially issuable common shares 6
6
Diluted weighted average common shares outstanding 511
514
Average stock price used to calculate common stock equivalents $ 88.54
$ 82.83

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, ~~2019~~2020 and ~~2018~~2019.


(In millions)	2019			2018			2020			2019
Assets acquired, excluding cash	$	180		$	35		$	249		$	180
Liabilities assumed	(5		)	(4		)	(5		)	(5		)
Contingent/deferred purchase consideration	(35		)	(7		)	(44		)	(35		)
Net cash outflow for current year acquisitions	$	140		$	24		$	200		$	140



(In millions)	2020		2019
Interest paid	$	199	$	98
Income taxes paid, net of refunds	$	136	$	131

(In millions) 2019
2018
Interest paid $ 98
$ 80
Income taxes paid, net of refunds $ 131
$ 128

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 $29 million for the three months ended March 31, ~~2019.~~2020. This consisted of deferred purchase consideration related to prior years' acquisitions of $25 million and contingent consideration of $4 million. For the three months ended March 31, 2019, the Company paid deferred and contingent consideration of $29 million, consisting of deferred purchase consideration related to prior years' acquisitions of $23 million and contingent consideration of $6 million. For the three months ended March 31, 2018, the Company paid deferred and contingent consideration of $70 million, consisting of deferred purchase consideration related to prior years' acquisitions of $40 million and contingent consideration of $30 million.

The following amounts are included in the operating section of the consolidated statements of cash flows. For the three months ended March 31, 2020, the Company recorded a net credit for adjustments to contingent consideration liabilities of $1 million and made contingent consideration payments of $9 million. For the three months ended March 31, 2019, the Company recorded an expense for adjustments to contingent consideration liabilities of $11 million and made contingent consideration payments of $29 million. For the three months ended March 31, 2018, the Company recorded an expense for adjustments to contingent consideration liabilities of $5 million and made contingent consideration payments of $10 million.

The Company had non-cash issuances of common stock under its share-based payment plan of ~~$158~~$201 million and ~~$125~~$158 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The Company recorded stock-based compensation expense for equity awards related to restricted stock units, performance stock units and stock options of ~~$57~~$72 million and ~~$50~~$57 million for the three-month periods ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

The funds held in the acquisition related escrow account ~~comprises~~at March 31, 2019 comprised proceeds from issuance of debt of $6.462 billion plus interest earned during the period of $25 million, less $129 million of payments on ~~acquisition related~~acquisition-related derivative contracts.

Effective January 1, 2019, the Company adopted the new accounting guidance related to leases, which requires a lessee to recognize assets and liabilities for its leases. Upon adoption of this accounting standard, the Company recorded a non cash ROU asset of $1.7 billion and lease liability of $1.9 billion during the first quarter of 2019.

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 periods ended March 31, ~~2019~~2020 and ~~2018,~~2019, including amounts reclassified out of AOCI, are as follows:



(In millions)	Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2019	$	(3,512	)	$	(1,543	)	$	(5,055	)
Other comprehensive income before reclassifications	109			(930		)	(821		)
Amounts reclassified from accumulated other comprehensive income	29			—			29
Net current period other comprehensive income (loss)	138			(930		)	(792		)
Balance as of March 31, 2020	$	(3,374	)	$	(2,473	)	$	(5,847	)



(In millions)	Pension/Post-Retirement Plans Gains (Losses)			Foreign Currency Translation Gains (Losses)			Total Gains (Losses)
Balance as of December 31, 2018	$	(2,953	)	$	(1,694	)	$	(4,647	)
Other comprehensive income (loss) before reclassifications	(59		)	94			35
Amounts reclassified from accumulated other comprehensive income	22			—			22
Net current period other comprehensive income (loss)	(37		)	94			57
Balance as of March 31, 2019	$	(2,990	)	$	(1,600	)	$	(4,590	)

(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, 2018 $ —
$ (2,953 ) $ (1,694 ) $ (4,647 )
Other comprehensive (loss) income before reclassifications —
(59 ) 94
35
Amounts reclassified from accumulated other comprehensive income —
22
—
22
Net current period other comprehensive (loss) income —
(37 ) 94
57
Balance as of March 31, 2019 $ —
$ (2,990 ) $ (1,600 ) $ (4,590 )

(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 (loss) income before reclassifications —
(100 ) 223
123
Amounts reclassified from accumulated other comprehensive income —
29
—
29
Net current period other comprehensive (loss) income —
(71 ) 223
152
Balance as of March 31, 2018 $ —
$ (2,963 ) $ (942 ) $ (3,905 )

The components of other comprehensive income (loss) for the three-month ~~period~~periods ended March 31, ~~2019~~2020 and ~~2018~~2019 are as follows:



Three Months Ended March 31,	2020									2019
(In millions)	Pre-Tax			Tax (Credit)			Net of Tax			Pre-Tax			Tax (Credit)			Net of Tax
Foreign currency translation adjustments	$	(941	)	$	(11	)	$	(930	)	$	96		$	2		$	94
Pension/post-retirement plans:
Amortization of (gains) losses included in net periodic pension cost:
Prior service credits (a)	—			—			—			(1		)	—			(1		)
Net actuarial losses (a)	40			11			29			26			6			20
Effect of settlement (a)	—			—			—			4			1			3
Subtotal	40			11			29			29			7			22
Foreign currency translation adjustments	135			26			109			(72		)	(13		)	(59		)
Pension/post-retirement plans gains (loss)	175			37			138			(43		)	(6		)	(37		)
Other comprehensive (loss) income	$	(766	)	$	26		$	(792	)	$	53		$	(4	)	$	57
(a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Income tax expense on net actuarial losses are included in income tax expense.

Three Months Ended March 31, 2019 2018
(In millions) Pre-Tax
Tax
(Credit)
Net of Tax Pre-Tax Tax (Credit) Net of Tax
Foreign currency translation adjustments $ 96
$ 2
$ 94
$ 228
$ 5
$ 223
Pension/post-retirement plans:
Amortization of (gains) losses included in net periodic pension cost:

Prior service credits (a) (1 ) —
(1 ) (1 ) —
(1 )
Net actuarial losses (a) 26
6
20
37
7
30
Effect of settlement (a) 4
1
3
—
—
—
Subtotal 29
7
22
36
7
29
Foreign currency translation adjustments (72 ) (13 ) (59 ) (120 ) (20 ) (100 )
Pension/post-retirement plans (loss) gains (43 ) (6 ) (37 ) (84 ) (13 ) (71 )
Other comprehensive income (loss) $ 53
$ (4 ) $ 57
$ 144
$ (8 ) $ 152
(a) Components of net periodic pension cost are included in other net benefit credits in the consolidated statements of income. Tax on prior service costs and net actuarial losses is included in income tax expense.

8. Acquisitions and Dispositions

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 values of the net tangible assets and the identifiable intangible assets purchased, which typically consist of customer ~~lists,~~relationships, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. Refinement and completion of final valuation of net assets acquired could affect the carrying value of tangible assets, goodwill and identifiable intangible assets.

The Risk and Insurance Services segment completed ~~two~~2 acquisitions during the first three months of ~~2019.~~2020.

~~February~~January – ~~MMA~~Marsh & McLennan Agency ("MMA") acquired ~~Bouchard~~Momentous Insurance ~~Inc.,~~Brokerage Inc, a ~~Florida-based full service agency~~California-based full-service risk management and ~~Employee Benefits Group, Inc., a Maryland-based independent~~employee benefits firm specializing in high net worth private client services and insurance ~~agency.~~solutions for the entertainment industry, and Ironwood Insurance Services, LLC, an Atlanta-based broker that provides commercial property/casualty insurance, employee benefits, and private client solutions to mid-size businesses and individuals throughout the U.S.

Total purchase consideration for acquisitions made during the three months ended March 31, ~~2019~~2020 was ~~$177~~$245 million, which consisted of cash paid of ~~$142~~$201 million and deferred purchase consideration and estimated contingent consideration of ~~$35~~$44 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~~Company also paid $25 million of ~~the~~deferred purchase consideration and $13 million of contingent consideration ~~was based on projected revenue or EBITDA of the acquired entities.~~related to acquisitions made in prior years. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment ~~when~~until purchase accounting is finalized. ~~The Company also paid $23 million of deferred purchase consideration and $35 million of contingent consideration related to acquisitions made in prior years.~~

The following table presents the preliminary allocation of ~~the acquisition cost~~purchase consideration to the assets acquired and liabilities assumed during ~~2019~~2020 based on the estimated fair values for the acquisitions as of their ~~fair values:~~respective acquisition dates:



Acquisitions through March 31, 2020
(In millions)
Cash	201
Estimated fair value of deferred/contingent consideration	44
Total consideration	$	245
Allocation of purchase price:
Cash and cash equivalents	1
Accounts receivable, net	9
Fixed assets, net	3
Other intangible assets	91
Goodwill	142
Other assets	4
Total assets acquired	250
Current liabilities	5
Total liabilities assumed	5
Net assets acquired	$	245

For the Three Months Ended March 31, 2019
(In millions)
Cash $ 142
Estimated fair value of deferred/contingent consideration 35
Total consideration $ 177
Allocation of purchase price:
Cash and cash equivalents $ 2
Accounts receivable, net 5
Property, plant, and equipment 1
Other intangible assets 71
Goodwill 97
Other assets 6
Total assets acquired 182
Current liabilities 5
Other liabilities —
Total liabilities assumed 5
Net assets acquired $ 177

~~Other intangible assets acquired are~~The purchase price allocation above is based on ~~initial~~ estimates that are preliminary in nature and subject to ~~change based on final valuations~~adjustments, which could be material. Any necessary adjustments must be finalized during the measurement period, ~~post~~which for a particular asset, liability, or non-controlling interest ends once the acquirer determines that either (1) the necessary information has been obtained or (2) the information is not available. However, the measurement period for all items is limited to one year from the acquisition date.

The estimation of fair value requires numerous judgments, assumptions and estimates about future events and uncertainties, which could materially impact these values, and the related amortization, where applicable, in the Company’s results of operations.

The following chart provides information about ~~other~~ intangible assets acquired during ~~2019:~~2020:

Dispositions

Amount Weighted Average Amortization Period
Client relationships $ 67
11 years
Other 4
5 years
$ 71

In ~~January 2019, Marsh increased~~February 2020, the Company sold a portion of its ~~equity ownership~~investment in ~~Marsh India from 26%~~Alexander Forbes ("AF"), a South African company listed on the Johannesburg Stock Exchange (representing approximately 4% of AF) to ~~49%. Marsh India continues~~an independent third party. At March 31, 2020, the Company owns approximately 31% of the common stock of AF. The Company expects to ~~be accounted~~complete the sale of an additional 15% of AF shares during the second quarter of 2020. Upon completion of this transaction, the Company will no longer account for this investment under the equity ~~method.~~method, and will record the change in fair value in each subsequent period as an investment gain or loss in the consolidated statement of income.

Prior-Year Acquisitions

~~The Risk and Insurance Services segment completed twelve acquisitions during 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.~~

May – Marsh acquired Mountlodge Limited, a Scotland-based independent insurance broker and Lorant Martínez Salas y Compañía Agente de Seguros y de Fianzas, S.A. de C.V., a Mexico-based multi-line insurance broker.

June – MMA acquired Bleakley Insurance Services, a California-based provider of employee benefits solutions; Klein Agency, Inc., a Minnesota-based surety and property/casualty agency; and Insurance Associates, Inc., a Maryland-based independent insurance agency.

~~August – Marsh acquired John L. Wortham & Son, L.P., a Houston-based independent insurance broker.~~

~~October – MMA acquired Eustis Insurance, Inc., a Louisiana-based insurance agency.~~

~~November – MMA acquired James P. Murphy & Associates, Inc., a Connecticut-based insurance agency.~~

~~December – MMA acquired Otis-Magie Insurance Agency, Inc., a Minnesota-based insurance agency, and Marsh acquired Hector Insurance PCC Ltd, a U.K.-based captive management company.~~

~~The Consulting segment completed eight acquisitions during 2018.~~

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

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

~~May – Mercer acquired EverBe SAS, a France-based Workday implementer and advisory firm; and Evolve Intelligence Pty Ltd., an Australia-based talent strategy firm.~~

~~June – Mercer acquired India Life Capital Private Ltd., an India-based investment advisor.~~

November – Mercer acquired Induslynk Training Services Private Ltd., an India-based talent assessment company, Pavilion Financial Corp., a Canada-based investment services firm and Summit Strategies Inc., a Missouri-based investment consulting firm.

Total purchase consideration for acquisitions made during the first three months of 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 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 2018, the Company also paid $40 million of deferred purchase consideration and $40 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 2019 and 2018. 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, 2018 and reflects acquisitions made in 2018 as if they occurred on January 1, 2017. 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) 2019
2018
Revenue $ 4,080
$ 4,098
Net income attributable to the Company $ 717
$ 694
Basic net income per share attributable to the Company $ 1.42
$ 1.37
Diluted net income per share attributable to the Company $ 1.40
$ 1.35

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, 2019 includes approximately $4 million of revenue and an operating gain of less than $1 million for acquisitions made in 2019. The consolidated statements of income for the three month period ended March 31, 2018 included $3 million of revenue and an operating loss of $1 million related to acquisitions made in 2018.

~~Subsequent Event - Acquisition of JLT~~

On April 1, 2019, the Company completed ~~its previously announced~~the JLT Transaction ofand purchased all of the outstanding shares of JLT. Under the terms of the Transaction, JLT shareholders received £19.15 in cash for each JLT share, which valued JLT’s existing issued and to be issued share capital at approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1) ~~and~~. The Company also assumed existing JLT long-term indebtedness of approximately $1 billion. The Company implemented the Transaction by way of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended.

The Risk and Insurance Services segment completed 5 other acquisitions during 2019.

February – MMA acquired Bouchard Insurance, Inc., a Florida-based full service agency and Employee Benefits Group, Inc., a Maryland-based independent insurance agency.

April – MMA acquired Lovitt & Touche, Inc., an Arizona-based insurance agency and The Centurion Group, LLC, a Pennsylvania-based retirement consulting, asset management and benefit plan advisory firm.

October – MMA acquired Benefits Reports Insurance Services, Inc., a Massachusetts-based independent insurance agency.

Total purchase consideration for acquisitions made during the first three months of 2019 was $177 million, which consisted of cash paid of $142 million and deferred purchase consideration and estimated contingent consideration of $35 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 EBITDA of the acquired entities. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized. For the first three months of 2019, the Company also paid $23 million of deferred purchase consideration and $35 million of contingent consideration related to acquisitions made in prior years.

Prior year dispositions

Subsequent to the JLT acquisition, the Company purchased the outstanding non-controlling interests of several JLT subsidiaries for cash payments of approximately $79 million.

In January 2019, Marsh increased its equity ownership in Marsh India from 26% to 49%. Marsh India is accounted for under the equity method.

During the third quarter of 2019, the Company completed the sale of a U.S. Specialty business at Marsh and a U.S. large market health and defined benefit business at Mercer for cash proceeds of approximately $60 million. Also, on June 1, 2019, the Company completed its disposition of JLT’s global aerospace business for cash proceeds of $165 millionand contingent consideration receivable of approximately $65 million, based on the aerospace business achieving certain revenue milestones in 2020. The aerospace business was divested as part of the European Commission's approval of the JLT Transaction.

Subsequent Event Transaction

On April 1, 2020, MMA completed the acquisition of Assurance Holdings, Inc, an Illinois-based independent agency. Assurance is a full-service brokerage providing business insurance, employee benefits, private client insurance, and retirement services to businesses and individuals across the U.S.

Pro-Forma Information

The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company during 2020 and 2019. 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, 2019 and reflects acquisitions made in 2019 as if they occurred on January 1, 2018. The unaudited pro-forma information ~~above excludes~~adjusts for the effects of amortization of acquired intangibles and additional interest expense related to the issuance of debt related to the JLT Transaction. 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)	2020		2019
Revenue	$	4,657	$	4,536
Net income attributable to the Company	$	754	$	684
Basic net income per share attributable to the Company	$	1.49	$	1.35
Diluted net income per share attributable to the Company	$	1.48	$	1.34

The consolidated statements of income include the results of ~~JLT because it was not practicable due to~~operations of acquired companies since their respective acquisition dates. The consolidated statements of income for the ~~timing~~three month period ended March 31, 2020 include approximately $15 million of ~~when~~revenue and operating income of $4 million for acquisitions made in 2020. The consolidated statements of income for the ~~acquisition occurred,~~three month period ended March 31, 2019 included

approximately $4 million of revenue and ~~to include such information would require significant estimates~~an operating gain of less than $1 million related to ~~the impact of adjustments from JLT's historical accounting under International Accounting Standards to U.S. GAAP and to the allocation of purchase consideration.~~

~~Financing and hedging activities related to the Transaction are discussed~~acquisitions made in ~~more detail in Notes 11 and 14 of the consolidated financial statements.~~2019.

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~~a company can assess qualitative factors to determine whether it is necessary to perform ~~the two-step~~a goodwill impairment test. ~~As part of its assessment,~~Alternatively, the company may elect to proceed directly to the quantitative goodwill impairment test. In 2019, the Company ~~considers numerous factors, including that~~elected to perform a quantitative impairment assessment. Fair values of the reporting units were estimated using a market approach. Carrying values for the reporting units are based on balances at the prior quarter end and include directly identified assets and liabilities, as well as an allocation of those assets and liabilities not recorded at the reporting unit level. The Company completed its 2019 annual review in the third quarter and concluded goodwill was not impaired, as the fair value of each reporting unit ~~exceeds~~exceeded its carrying value by a substantial ~~margin based on its most~~margin.

The recent ~~estimates, whether significant acquisitions or dispositions occurred which might alter~~developments in the ~~fair value of its reporting units, macroeconomic conditions~~COVID-19 pandemic have resulted in uncertainty in the global economy, and ~~their potential impact on reporting unit fair values, actual performance compared with budget and prior projections used~~declines in ~~its estimation of reporting unit fair values, industry and market conditions, and the year-over-year change~~equity markets, including in the Company’s share price. The Company ~~completed~~considered whether such events would indicate an interim goodwill assessment should be performed. The Company considered its ~~qualitative~~current projections, the Company’s share price in relation to the share price when the quantitative assessment was performed in the third quarter of ~~2018~~2019 and the substantial margin by which the fair values of the reporting units exceeded their carrying values. Based on its analysis, the Company concluded that ~~a two-step~~the current events and circumstances related to the COVID-19 pandemic do not indicate an impairment of goodwill ~~impairment test was not required in 2018 and that goodwill was not impaired.~~is more likely than not.

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 Company does not have any indefinite lived intangible assets.

Changes in the carrying amount of goodwill are as follows:



March 31,
(In millions)	2020			2019
Balance as of January 1,	$	14,671		$	9,599
Goodwill acquired	142			97
Other adjustments^(a)	(401		)	43
Balance at March 31,	$	14,412		$	9,739

March 31,
(In millions) 2019
2018
Balance as of January 1, $ 9,599
$ 9,089
Goodwill acquired 97
15
Other adjustments^(a)
43
90
Balance at March 31, $ 9,739
$ 9,194

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

The entire amount of goodwill acquired of ~~$97~~$142 million in ~~2019,~~2020, all of which is ~~deductible for tax purposes,~~ related to the Risk and Insurance Services ~~segment.~~segment, is deductible for tax purposes. The goodwill arising from the acquisitions consist largely of the synergies and economies of scale expected from combining the operations of the Company and the acquired entities and the trained and assembled workforce acquired.

Goodwill allocable to the Company’s reportable segments at March 31, ~~2019~~2020 is as follows: Risk and Insurance Services, ~~$6.9~~$11.3 billion and Consulting, ~~$2.8~~$3.1 billion.

The gross cost and accumulated amortization of identified intangible assets at March 31, ~~2019~~2020 and December 31, ~~2018~~2019 are as follows:



	March 31, 2020						December 31, 2019
(In millions)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Client Relationships	$	3,450	$	951	$	2,499	$	3,494	$	897	$	2,597
Other ^(a)	373		209		164		380		203		177
Amortized intangibles	$	3,823	$	1,160	$	2,663	$	3,874	$	1,100	$	2,774

March 31, 2019 December 31, 2018
(In millions)
Gross
Cost

Accumulated
Amortization

Net
Carrying
Amount

Gross
Cost

Accumulated
Amortization

Net
Carrying
Amount

Client Relationships $ 2,046
$ 685
$ 1,361
$ 1,970
$ 639
$ 1,331
Other ^(a)
267
164
103
259
153
106
Amortized intangibles $ 2,313
$ 849
$ 1,464
$ 2,229
$ 792
$ 1,437

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

Aggregate amortization expense for the three months ended March 31, 2020 and2019 ~~and2018~~ was ~~$51~~$86 million and ~~$45~~$51 million, respectively. The estimated future aggregate amortization expense is as follows:



For the Years Ending December 31,
(In millions)	Estimated Expense
2020 (excludes amortization through March 31, 2020)	$	249
2021	325
2022	298
2023	277
2024	266
Subsequent years	1,248
	$	2,663

For the Years Ending December 31,
(In millions) Estimated Expense
2019 (excludes amortization through March 31, 2019) $ 151
2020 187
2021 174
2022 159
2023 156
Subsequent years 637
$ 1,464

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).

Assets and liabilities using Level 2 inputs include treasury locks and an equity security.


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~~Assets and liabilities measured using Level 3 inputs include assets and liabilities for contingent purchase consideration and the deal contingent foreign exchange contract (the "FX Contract"). discussed in more detail in Note 11.

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.

~~Treasury Locks - Level 2~~

In connection with the JLT Transaction, to hedge the risk of increases in future interest rates prior to its issuance of fixed rate debt, in the fourth quarter of 2018 the Company entered into treasury locks related to $2 billion of expected issuances of senior notes in January 2019. The fair value at December 31, 2018 was based on the published treasury rate plus forward premium as of December 31, 2018, compared to the all in rate at the inception of the contract. These treasury locks were settled during the first quarter of 2019.

Contingent Purchase Consideration ~~Liability~~Assets and Liabilities – Level 3

Purchase consideration for some acquisitions and dispositions made by the Company ~~includes~~include contingent consideration arrangements. ~~These~~Contingent consideration arrangements ~~typically provide for the payment of additional consideration if~~are based primarily on earnings before interest, tax, depreciation and amortization EBITDA or revenue targets ~~are met~~ over ~~periods from~~a period of two to four years. The fair value of the contingent purchase consideration asset and 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 and disposed entities.

Foreign Exchange Forward Contract Liabilities - Level 3

In connection with the JLT Transaction, the Company entered into the FX Contract, to hedge the risk of appreciation of the GBP-denominated purchase price. OnThe Company settled the FX Contract on April 1, 2019, ~~the Company purchased £5.2 billion at a contracted exchange rate, which is discussed in Note 11. The fair value~~upon completion of the FX Contract at March 31, 2019 was based on the all in forward rate, adjusted to exclude the value of the liquidity premium compared to the foreign exchange spot rate at March 31, 2019. Since all conditions to close had been satisfied at March 31, 2019, no value was assigned to the deal contingency feature.JLT Transaction.

The fair value at December 31, 2018 was determined using the probability distribution approach, comparing the all in forward rate to the foreign exchange rate for possible dates the JLT Transaction could close, discounted to the valuation date and adjusted for the fair value of the deal contingency feature. Determining the fair value of the FX Contract required significant management judgments or estimates about the potential closing dates of the transaction and remaining value of the deal contingency feature. The FX Contract was settled on April 1, 2019.

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, ~~2019~~2020 and December 31, ~~2018~~2019.


	Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total				Identical Assets (Level 1)				Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Total
(In millions)	03/31/19		12/31/18		03/31/19		12/31/18		03/31/19		12/31/18		03/31/19		12/31/18		03/31/20		12/31/19		03/31/20		12/31/19		03/31/20		12/31/19		03/31/20		12/31/19
Assets:
Financial instruments owned:
Exchange traded equity securities^(a)	$	21	$	133	$	—	$	—	$	—	$	—	$	21	$	133	$	3	$	4	$	—	$	—	$	—	$	—	$	3	$	4
Mutual funds^(a)	145		151		—		—		—		—		145		151		138		166		—		—		—		—		138		166
Money market funds^(b)	67		118		—		—		—		—		67		118		408		55		—		—		—		—		408		55
Other equity investment^(a)	—		—		8		8		—		—		8		8		—		—		8		8		—		—		8		8
Contingent purchase consideration asset^(a)																	—		—		—		—		82		84		82		84
Total assets measured at fair value	$	233	$	402	$	8	$	8	$	—	$	—	$	241	$	410	$	549	$	225	$	8	$	8	$	82	$	84	$	639	$	317
Fiduciary Assets:
U.S. Treasury Bills	$	—	$	20	$	—	$	—	$	—	$	—	$	—	$	20	$	—	$	40	$	—	$	—	$	—	$	—	$	—	$	40
Money market funds	60		80		—		—		—		—		60		80		134		360		—		—		—		—		134		360
Total fiduciary assets measured at fair value	$	60	$	100	$	—	$	—	$	—	$	—	$	60	$	100	$	134	$	400	$	—	$	—	$	—	$	—	$	134	$	400
Liabilities:
Contingent purchase consideration liability^(c)	$	—	$	—	$	—	$	—	$	171	$	183	$	171	$	183	$	—	$	—	$	—	$	—	$	239	$	225	$	239	$	225
Acquisition related derivative contracts	—		—		—		116		283		325		283		441
Total liabilities measured at fair value	$	—	$	—	$	—	$	116	$	454	$	508	$	454	$	624	$	—	$	—	$	—	$	—	$	239	$	225	$	239	$	225

^(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.

The level 3 assets in the above chart reflect contingent purchase consideration from the sale of businesses during 2019, including accretion of approximately $1 million in the first quarter of 2020.

During the three-month period ended March 31, ~~2019~~2020, 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 for the three month periods ended March 31, ~~2019~~2020 and ~~2018:~~2019:



	Three Months Ended March 31,
(In millions)	2020			2019
Balance at beginning of period	$	225		$	508
Net Additions	30			11
Payments	(13		)	(35		)
Revaluation Impact	1			11
Change in fair value of the FX contract	—			(42		)
Other ^(a)	(4		)	1
Balance at March 31,	$	239		$	454

Three Months Ended
March 31,
(In millions) 2019
2018
Balance at beginning of period, $ 508
$ 189
Additions 11
6
Payments (35 ) (40 )
Revaluation Impact 11
5
Change in fair value of the FX contract (42 ) —
Other ^(a)
1
1
Balance at March 31, $ 454
$ 161

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

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 ~~$11~~$1 million in the three-month period ended March 31, ~~2019~~2020. A 5% increase in the projections used to estimate the contingent consideration would increase the liability by approximately ~~$44~~$13 million. A 5% decrease would decrease the liability by approximately ~~$36~~$17 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 ~~$388~~$371 million and ~~$287~~$434 million at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

Investments Accounted For Using the Equity Method of Accounting

Investments in Public and Private Companies

~~Alexander Forbes~~: The Company owns approximately 33% of the common stock of Alexander Forbes ("AF"), a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand per share. In the third quarter of 2018, the Company concluded the decline in value of the investment was other than temporary and recorded an impairment charge of $83 million. As of March 31, ~~2019,~~2020, the carrying value of the ~~Company's~~Company’s investment in AFAlexander Forbes was approximately ~~$149~~$105 million. As of ~~March 31, 2019,~~that day, the market value of the approximately ~~443~~394 million shares of AFAlexander Forbes owned by the Company, based on the March 31, ~~2019~~2020 closing share price of ~~5.03~~4.28 South African Rand per share, was ~~$157~~approximately $94 million. See Note 8 to the consolidated financial statements for additional information regarding the pending sale of an additional portion of the Company's investment in AF.

The Company has other investments in private insurance and consulting companies with a carrying value of ~~$155~~$170 million and ~~$61~~$183 million at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

The Company’s ~~investment in Alexander Forbes and its other~~ equity investments in 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, some of which are on a one quarter lag basis.

Private Equity Investments

The Company's investments in private equity funds were ~~$84~~$97 million and ~~$82~~$107 million at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, 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 its proportionate share of the change in fair value of the funds on the investment income line in the consolidated statements of income. These investments are included in other assets in the consolidated balance sheets. The Company recorded net investment ~~income~~losses of $2$1 million from these investments for the three ~~months~~month period ended March 31, ~~2019~~2020 compared to a net investment ~~gain~~gains of $7$2 million for the same period in ~~2018.~~2019.

Other Investments

At March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company held certain equity investments with readily determinable market values of ~~$35~~$18 million and ~~$146~~$19 million, respectively. The Company recorded an investment ~~gain~~losses on these investments of ~~$3 million and an investment loss of $8~~$1 million in the three month ~~periods~~period ended March 31, ~~2019~~2020 and ~~2018, respectively.~~investment gains of $3 million for the same period in 2019. The Company also held investments without readily determinable market values of ~~$74~~$32 million and ~~$75~~$67 million at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. In March 2019, the Company disposed of

its investment in BenefitFocus for total proceeds of approximately $132 million. The Company received $115 million in the first quarter of 2019 and $17 million in April ~~2019 as final settlement on the sale.~~2019.

11. Derivatives

On September 20, 2018, the Company entered into the FX Contract to purchase £5.2 billion at a contracted exchange rate, to hedge the risk of appreciation of the GBP-denominated purchase price of ~~JLT. The settlement of the FX Contract~~JLT, which was ~~contingent~~settled on April 1, 2019, upon the closing of the JLT Transaction. The ~~all in contract exchange rate included the cost of a liquidity premium (due to the size of the JLT Transaction) and a deal contingent feature, which together increased the exchange rate in the~~ FX Contract ~~to purchase the £5.2 billion by .0343.~~

The FX Contract is measured at fair value and the resulting gain or loss is recorded in the consolidated statements of income. The fair value at March 31, 2019 was based on the all in forward rate, adjusted to exclude the liquidity premium compared to the foreign exchange rate at valuation date. Since all conditions to close had been satisfied at March 31, 2019, no value was assigned to the deal contingency feature. The fair value at December 31, 2018 was determined using the probability distribution approach, comparing the all in forward rate to the foreign exchange rate for possible dates the JLT Transaction could close, discounted to the valuation date and adjusted for the fair value of the deal contingency feature. Determining the fair value of the FX Contract required significant management judgments or estimates about the potential closing dates of the transaction and remaining value of the deal contingency feature. An unrealized gain of $42 million related to the change in fair value during the period from

December 31, 2018 to March 31, 2019 was recorded in the consolidated statement of income. This gain resulted from the strengthening of the pound sterling partly offset by the cost of the deal contingency feature. The FX Contract doesdid not qualify for hedge accounting treatment under applicable accounting ~~guidance. The~~guidance, which required the Company to record the change in the fair value of the FX Contract ~~was settled~~ on ~~April 1, 2019. A loss~~each reporting date to the statement of ~~$12~~income. The Company recorded a gain of $42 million ~~will be recorded~~ in the ~~second~~consolidated statement of income for the first quarter ofended March 31, 2019, related to the ~~settlement of the~~ FX ~~contract.~~Contract.

In connection with the JLT Transaction, to hedge the economic risk of changes in future interest rates prior to its issuance of fixed rate debt, in the fourth quarter of 2018 the Company entered into treasury ~~locks~~lock contracts related to $2 billion of ~~expected issuances of~~ senior notes issued in January 2019. ~~The fair value at December 31, 2018 is based on the published treasury rate plus forward premium as of December 31, 2018 compared to the all in rate at the inception of the contract.~~ The contracts were not designated as an accounting hedge. The Company recorded an unrealized loss of $116 million related to the change in the fair value of this derivative in the consolidated statement of income for the twelve months ended December 31, 2018. In January 2019, upon issuance of the $5 billion of senior notes, the Company settled the treasury lock derivatives and made a payment to its counter party for $122 million. ~~An additional~~A charge of $6 million was recorded in the first quarter of 2019 related to the settlement of the Treasury lock derivatives.

In March 2019, the Company issued €1.1 billion of senior notes related to the JLT Transaction. See Note 14 for additional information related to the Euro senior note issuances. In connection with the senior note issuances, the Company entered into a forward exchange contract to hedge the economic risk of changes in foreign exchange rates from the issuance date to settlement date of the Euro senior notes. ~~This forward exchange contract was settled in March 2019 and the~~The Company recorded a charge of $7.3 million ~~related to~~in the consolidated statement of income for the quarter ended March 31, 2019 upon settlement of this contract.

Net Investment Hedge

The Company has investments in various subsidiaries with Euro functional currencies. As a result, the Company is exposed to the risk of fluctuations between the Euro and U.S. dollar exchange rates. ~~As part of its risk management program to help fund the JLT acquisition, the~~The Company designated ~~the~~its €1.1 billion senior note debt instruments ("euro notes") as a net investment hedge (the "Hedge") of its Euro denominated subsidiaries. The ~~hedge will be~~Hedge effectiveness is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80% of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match. If the Company concludes that the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations ~~will be~~is recorded in ~~accumulated other comprehensive income (loss)~~foreign currency translation gains (losses) in the consolidated balance sheet. The Company concluded that the hedge ~~was~~continues to be highly effective ~~for the quarter ended~~as of March 31, ~~2019.~~2020. During 2020, the U.S. dollar value of the euro notes decreased $8 million through March 31 due to the impact of foreign exchange rates, with a corresponding increase to foreign currency translation gains (losses).

12. Leases

A lease is defined as a party obtaining the right to use an asset legally owned by another party. The Company determines if an arrangement is a lease at ~~lease~~ inception. For operating leases entered into prior to January 1, 2019, the ~~ROU~~Right-of-Use ("ROU") assets and operating lease liabilities are recognized in the balance sheet based on the present value of the remaining future minimum payments over the lease term from the implementation date of the standard, January 1, 2019. The ROU asset was adjusted for unamortized lease incentives and restructuring liabilities that were reported, prior to ~~adoption,~~January 1, 2019, as other liabilities in the consolidated balance sheet. For leases entered into subsequent to January 1, 2019, the operating lease ROU asset and operating lease liabilities are based on the present value of minimum payments over the lease term at commencement date of the lease.

The Company uses discount rates to determine the present value of future lease payments. The Company primarily uses its incremental borrowing rate adjusted to reflect a secured rate, based on the information available for leases, including the lease term and interest rate environment in the country in which the lease exists. The lease terms used to calculate the ROU asset and lease liability may include options to extend or terminate when it is reasonably certain that the Company will exercise that option.

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 10 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third-parties and, in some instances contain renewal, expansion and termination options. The Company also subleases certain office facilities to third-parties when the Company no longer ~~intends to utilize~~utilizes the space. None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options. In addition to the base

rental costs, our lease agreements generally provide for rent escalations resulting from increased assessments for real estate taxes and other charges. A portion of our real estate lease portfolio contains base rents subject to annual changes in the Consumer Price Index ("CPI") as well as charges for operating expenses which are reimbursable to the landlord based on actual usage. Changes to the CPI and payments for

such reimbursable operating expenses are considered variable and are recognized as variable lease costs in the period in which the obligation for those payments ~~was~~is incurred.

As a practical expedient, the Company has elected an accounting policy not to separate non-lease components from lease components and instead, ~~account~~accounts for these components as a single lease component.The Company has made an accounting policy election not to recognize ROU assets and lease liabilities for leases that, at the commencement date, are for 12 months or less. Approximately ~~98%~~99% of the Company’s lease obligations are for the use of office space. All of the Company’s material leases are operating leases.

The following chart provides additional information about the Company’s property leases:



For the Three Months Ended March 31, (In millions)	2020			2019
Lease Cost:
Operating lease cost	$	92		$	82
Short-term lease cost	1			1
Variable lease cost	37			37
Sublease income	(5		)	(4		)
Net lease cost	$	125		$	116
Other information:
Operating cash outflows from operating leases	$	103		$	87
Right of use assets obtained in exchange for new operating lease liabilities	$	79		$	—
Weighted-average remaining lease term – real estate	8.66 years			7.70 years
Weighted-average discount rate – real estate leases	3.06		%	3.12		%

For the Three Months Ended March 31,
(In millions) 2019
Lease Cost:
Operating lease cost $ 82
Short-term lease cost 1
Variable lease cost 37
Sublease income (4 )
Net lease cost $ 116
Other information:
Operating cash outflows from operating leases $ 87
Right of use assets obtained in exchange for new operating lease liabilities —
Weighted-average remaining lease term – real estate 7.7 years
Weighted-average discount rate – real estate leases 3.12 %

Future minimum lease payments for the Company’s operating leases as of March 31, ~~2019~~2020 are as follows:


Payment Dates	Real Estate Leases
Remainder of 2019	$	262
2020	328
Payment Dates (In millions)				Real Estate Leases
Remainder of 2020				$	308
2021	276			361
2022	257			336
2023	220			293
2024	183			248
2025				222
Subsequent years	610			800
Total future lease payments	2,136			2,568
Less: Imputed interest	(255		)	(336		)
Total	$	1,881		$	2,232
Current lease liabilities	$	291		$	334
Long-term lease liabilities	1,590			1,898
Total lease liabilities	$	1,881		$	2,232

Note: Table excludes obligations for leases with original terms of 12 months or less which have not been recognized as a right to use asset or liability in the consolidated balance sheets.

As of March 31, ~~2019,~~2020, the Company had additional operating real estate leases that had not yet commenced of ~~$46~~$32 million. These operating leases will commence over the next 1512 months.

~~At December 31, 2018, the aggregate future minimum rental commitments under all non-cancelable operating lease agreements are as follows:~~

For the Year Ended December 31,
Gross
Rental
Commitments

Rentals
from
Subleases

Net
Rental
Commitments
(In millions of dollars)
2019 $ 361
$ 32
$ 329
2020 $ 340
$ 31
$ 309
2021 $ 277
$ 12
$ 265
2022 $ 252
$ 10
$ 242
2023 $ 214
$ 9
$ 205
Subsequent years $ 753
$ 32
$ 721

13. 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 in accordance with applicable law.

The target asset allocation for the Company's U.S. Plan was 64% equities and equity alternatives and 36% fixed ~~income and at~~income. At March 31, ~~2019~~2020 the actual allocation for the Company's U.S. Plan was ~~63%~~60% equities and equity alternatives and ~~37%~~40% fixed income. The target allocation for the U.K. Plans at March 31, ~~2019~~2020 was~~34%~~33% equities and equity alternatives and ~~66%~~67% fixed income. At March 31, ~~2019,~~2020, the actual allocation for the U.K. Plans was ~~34%~~30% equities and equity alternatives and ~~66%~~70% fixed income. The Company's U.K. Plans comprised approximately 81% of non-U.S. plan assets at December 31, ~~2018.~~2019. 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.

JLT Defined Pension Plans

As part of the JLT Transaction, the Company has assumed responsibility for a number of pension plans throughout the world, with $255 million of net pension liabilities as of December 31, 2019 (approximately $1,003 million in liabilities and $748 million of plan assets), the most significant of which is the Jardine Lloyd Thompson U.K. Pension Scheme ("JLT U.K. plan"). The JLT U.K. plan has a defined benefit section which was frozen to future accrual in 2006 and a defined contribution section. The assets of the scheme are held in a trustee administered fund separate from the Company.

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
Combined U.S. and significant non-U.S. Plans	Pension Benefits						Post-retirement Benefits						Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,	Pension Benefits						Post-retirement Benefits						Pension Benefits						Post-retirement Benefits
(In millions)	Pension Benefits						Post-retirement Benefits						2020			2019			2020			2019
Service cost	$	8		$	10		$	—		$	—		$	8		$	8		$	—		$	—
Interest cost	119			118			1			1			106			119			1			1
Expected return on plan assets	(213		)	(221		)	—			—			(210		)	(213		)	—			—
Amortization of prior service (credit) cost	—			—			(1		)	(1		)	—			—			(1		)	(1		)
Recognized actuarial loss	26			37			—			—			40			26			—			—
Net periodic benefit (credit) cost	$	(60	)	$	(56	)	$	—		$	—		$	(56	)	$	(60	)	$	—		$	—
Settlement loss	4			—			—			—			—			4			—			—
Total (credit) cost	$	(56	)	$	(56	)	$	—		$	—		$	(56	)	$	(56	)	$	—		$	—

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) 2019
2018
2019
2018
Compensation and benefits expense (Operating income) $ 8
$ 10
$ —
$ —
Other net benefit (credits) cost (64 ) (66 ) —
—
Total (credit) cost $ (56 ) $ (56 ) $ —
$ —

U.S. Plans only Pension
Benefits Post-retirement
Benefits
For the Three Months Ended March 31,
(In millions) 2019
2018
2019
2018
Interest cost 60
59
—
—
Expected return on plan assets (86 ) (89 ) —
—
Recognized actuarial loss 11
13
—
—
Net periodic benefit (credit) cost $ (15 ) $ (17 ) $ —
$ —



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,	Pension Benefits						Post-retirement Benefits
(In millions)	2020			2019			2020		2019
Compensation and benefits expense (Operating income)	$	8		$	8		$	—	$	—
Other net benefit credits	(64		)	(64		)	—		—
Total (credit) cost	$	(56	)	$	(56	)	$	—	$	—

Significant non-U.S. plans only Pension
Benefits Post-retirement
Benefits
For the Three Months Ended March 31,
(In millions) 2019
2018
2019
2018
Service cost $ 8
$ 10
$ —
$ —
Interest cost 59
59
1
1
Expected return on plan assets (127 ) (132 ) —
—
Amortization of prior service credit —
—
(1 ) (1 )
Recognized actuarial loss 15
24
—
—
Net periodic benefit (credit) cost $ (45 ) $ (39 ) $ —
$ —
Settlement loss 4
—
—
—
Total (credit) cost $ (41 ) $ (39 ) $ —
$ —



U.S. Plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,	Pension Benefits						Post-retirement Benefits
(In millions)	2020			2019			2020		2019
Interest cost	$	53		$	60		$	—	$	—
Expected return on plan assets	(86		)	(86		)	—		—
Recognized actuarial loss	18			11			—		—
Net periodic benefit credit	$	(15	)	$	(15	)	$	—	$	—



Significant non-U.S. Plans only	Pension Benefits						Post-retirement Benefits
For the Three Months Ended March 31,	Pension Benefits						Post-retirement Benefits
(In millions)	2020			2019			2020			2019
Service cost	$	8		$	8		$	—		$	—
Interest cost	53			59			1			1
Expected return on plan assets	(124		)	(127		)	—			—
Amortization of prior service credit	—			—			(1		)	(1		)
Recognized actuarial loss	22			15			—			—
Net periodic benefit (credit) cost	$	(41	)	$	(45	)	$	—		$	—
Settlement loss	—			4			—			—
Total (credit) cost	$	(41	)	$	(41	)	$	—		$	—

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
Combined U.S. and significant non-U.S. Plans	Pension Benefits				Post-retirement Benefits
March 31,	2020		2019		2020		2019
Weighted average assumptions:
Expected return on plan assets	5.31	%	5.74	%	—		—
Discount rate	2.57	%	3.48	%	2.72	%	3.65	%
Rate of compensation increase	1.76	%	1.74	%	—		—

Combined U.S. and significant non-U.S. plans Pension
Benefits Post-retirement
Benefits

March 31, 2019
2018
2019
2018
Weighted average assumptions:
Expected return on plan assets 5.74 % 5.83 % —
—
Discount Rate 3.48 % 3.07 % 3.65 % 3.21 %
Rate of compensation increase 1.74 % 1.73 % —
—

The Company made approximately ~~$21~~$27 million of contributions to its U.S. and non-U.S. defined benefit pension plans infor the ~~first~~ three months ended March 31, 2020. After consideration of ~~2019. The~~the deferral discussed below, the Company expects to contribute approximately ~~$72~~$87 million to its U.S. and non-U.S. defined benefit pension plans during the remainder of ~~2019.~~2020. Pursuant to the terms of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), contributions previously due during 2020 will be deferred until January 1, 2021. As a result, the Company will defer funding of approximately $47 million to its U.S. qualified defined benefit plans until January 1, 2021.

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 ~~$35~~$37 million and ~~$34~~$35 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The cost of the U.K. DC Plans was $31 million and $22 million for ~~each of~~ the three months ended March 31, 2020 and 2019, ~~and 2018,~~ respectively.

14. Debt

The Company’s outstanding debt is as follows:



(In millions)	March 31, 2020		December 31, 2019
Short-term:
Commercial paper	$	193	$	—
Term loan facility - one year	500		—
Revolving credit facility	1,000		—
Current portion of long-term debt	716		1,215
	2,409		1,215
Long-term:
Senior notes – 2.35% due 2020	—		500
Senior notes – 3.50% due 2020	699		698
Senior notes – 4.80% due 2021	499		499
Senior notes - Floating rate due 2021	299		298
Senior notes – 2.75% due 2022	498		498
Senior notes – 3.30% due 2023	349		349
Senior notes – 4.05% due 2023	249		249
Senior notes – 3.50% due 2024	597		597
Senior notes – 3.875% due 2024	994		994
Senior notes – 3.50% due 2025	497		497
Senior notes – 1.349% due 2026	605		609
Senior notes – 3.75% due 2026	597		597
Senior notes – 4.375% due 2029	1,499		1,499
Senior notes – 1.979% due 2030	604		607
Senior notes – 5.875% due 2033	298		298
Senior notes – 4.75% due 2039	494		494
Senior notes – 4.35% due 2047	493		492
Senior notes – 4.20% due 2048	592		592
Senior notes – 4.90% due 2049	1,237		1,237
Mortgage – 5.70% due 2035	341		345
Term loan facility - two year	500		—
Other	6		7
	11,947		11,956
Less current portion	716		1,215
	$	11,231	$	10,741

(In millions) March 31,
2019
December 31,
2018
Short-term:
Commercial paper $ 748
$ —
Current portion of long-term debt 814
314
1,562
314
Long-term:
Senior notes – 2.35% due 2019 300
300
Senior notes – 2.35% due 2020 499
499
Senior notes – 3.50% due 2020 697
—
Senior notes – 4.80% due 2021 499
499
Senior notes - Floating rate due 2021 298
—
Senior notes – 2.75% due 2022 498
497
Senior notes – 3.30% due 2023 348
348
Senior notes – 4.05% due 2023 249
249
Senior notes – 3.50% due 2024 597
597
Senior notes – 3.875% due 2024 992
—
Senior notes – 3.50% due 2025 497
496
Senior notes – 1.349% due 2026 623
—
Senior notes – 3.75% due 2026 597
596
Senior notes – 4.375% due 2029 1,499
—
Senior notes – 1.979% due 2030 622
—
Senior notes – 5.875% due 2033 298
297
Senior notes – 4.75% due 2039 494
—
Senior notes – 4.35% due 2047 492
492
Senior notes – 4.20% due 2048 592
592
Senior notes – 4.90% due 2049 1,236
—
Mortgage – 5.70% due 2035 355
358
Other 4
4
12,286
5,824
Less current portion 814
314
$ 11,472
$ 5,510

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 ~~$748~~$193 million of commercial paper outstanding at March 31, ~~2019~~2020 at an effective interest rate of ~~2.78%~~3.04%.

Credit Facilities

In October 2018, the Company and certain of its foreign subsidiaries increased its multi-currency five-year unsecured revolving credit facility from $1.5 billion to $1.8 billion. 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 October 2023 and requires the Company to maintain certain coverage and leverage ratios which are tested quarterly. The facility includes a provision for determining a LIBOR successor rate in the event LIBOR reference rates are no longer available. In such case, the rate would be determined using an alternate reference rate that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (the “LIBOR successor rate”). If no

LIBOR successor rate has been determined, the rate will be based on the higher of the rate announced publicly by Citibank, New York, NY, as its base rate or the fed funds rate plus a fixed margin. The Company had $1 billion of borrowings outstanding under this facility at March 31, 2020.

In January 2020, the Company entered into two new term loan facilities: a $500 million one-year facility and a $500 million two-year facility. The interest rate on these facilities is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The facilities require the Company to maintain coverage ratios and leverage ratios consistent with the revolving credit facility discussed above. The facilities include a provision for determining a LIBOR successor rate in the event LIBOR reference rates are no longer available, which is expected to occur by the end of 2021.These facilities are expected to expire on or around the time that LIBOR is expected to be replaced by a successor rate. The Company had $1 billion of borrowings outstanding under these facilities at March 31, 2020.

In April 2020, the Company entered into a new $1 billion unsecured revolving credit facility. The facility has similar coverage and leverage ratios as the facility discussed above. As of the date of this report the Company had no borrowings under this facility.

In March 2019, the Company closed on $300 million one-year and $300 million three-year term loan facilities. The interest rate on these facilities is based on LIBOR plus a fixed margin which varies with the Company's credit ratings. The Company terminated these facilities during 2019.

On September 18, 2018, the Company entered into a bridge loan agreement to finance the JLT Transaction. The bridge loan agreement provided for commitments in the aggregate principal amount of £5.2 billion. In 2018, the Company paid approximately $35 million of customary upfront fees related to the bridge loan at the inception of the loan commitment, of which $30 million was amortized in 2018 and $5 million in the first quarter of 2019 as interest expense based on the period of time the facility was expected to be in effect (including any loans outstanding). ~~There were no borrowings under the bridge loan agreement at March 31, 2019.~~ The Company terminated its bridge loan agreement on April 1, 2019.

Senior Notes

In ~~January~~March 2020, the Company repaid $500 million of maturing senior notes.

In September 2019, the Company ~~issued $700~~repaid $300 million of ~~3.50% Senior Notes due 2020,~~maturing senior notes.

In connection with the closing of the JLT Transaction, the Company assumed approximately $1 billion of ~~3.875% Senior Notes~~historical JLT indebtedness. In April and June of 2019, the Company repaid approximately $450 millionand $553 million, respectively, representing all of JLT's debt it acquired upon the closing of the JLT Transaction. The Company incurred debt extinguishment costs of $32 million due ~~2024, $1.25 billion of 4.375% Senior Notes due 2029, $500 million of 4.75% Senior Notes due 2039, $1.25 billion of 4.90% Senior Notes due 2049 and $300 million of Floating Rate Senior Notes due 2021.~~to the debt repayments.

InAlso in March 2019, the Company issued €550 million of 1.349% Senior Notes due 2026 and €550 million of 1.979% Senior Notes due 2030. In addition, the Company issued an additional $250 million of 4.375% Senior Notes due 2029, in March 2019. These notes constitute a further issuance of the 4.375% Senior Notes due 2029, of which $1.25 billion aggregate principal amount was issued in January 2019 (see ~~above)~~below). After giving effect to the issuance of the notes, the Company has $1.5 billion aggregate principal amount of 4.375% Senior Notes due 2029. The Company used part of the net proceeds from these offerings, along with the $5 billion of Senior Notes issued in January 2019 (discussed above) primarily to fund the acquisition of JLT, including the payment of related fees and expenses, and to repay certain JLT indebtedness, as well as for general corporate purposes.

In ~~March~~January 2019, the Company ~~closed on $300~~issued $700 million ~~one-year~~of 3.50% Senior Notes due 2020, $1 billion of 3.875% Senior Notes due 2024, $1.25 billion of 4.375% Senior Notes due 2029, $500 million of 4.75% Senior Notes due 2039, $1.25 billion of 4.90% Senior Notes due 2049 and $300 million ~~three-year term loan facilities.~~of Floating Rate Senior Notes due 2021. The ~~interest~~floating rate ~~on these facilities is~~notes are based on LIBOR plus a fixed ~~margin~~margin. These notes are due prior to the date that LIBOR is expected to be replaced by a successor rate, which ~~varies with the Company's credit ratings. The facilities require the Company~~is expected to ~~maintain coverage ratios and leverage ratios consistent with the revolving credit facility discussed below. The Company had no borrowings outstanding under these facilities at March 31, 2019.~~

~~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.~~

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, 2020				December 31, 2019
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Short-term debt	$	2,409	$	2,416	$	1,215	$	1,229
Long-term debt	$	11,231	$	12,033	$	10,741	$	11,953

March 31, 2019 December 31, 2018
(In millions)
Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Short-term debt $ 1,562
$ 1,561
$ 314
$ 313
Long-term debt $ 11,472
$ 11,943
$ 5,510
$ 5,437

The fair value of the Company’s short-term debt consists primarily of commercial paper, borrowings from the term loan and revolving credit facilities 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.

15. Restructuring Costs

~~During~~JLT Related Integration and Restructuring

The Company is currently integrating JLT, which involves combining the ~~second quarter~~business practices and co-locating colleagues in most geographies, rationalizing real estate leases around the world, realizing of ~~2018, Marsh initiated a program~~synergies and migrating legacy JLT systems onto the Company's information technology environment and security protocols. The Company is also incurring cost for consulting fees related to ~~simplify~~integration management processes and legal fees related to rationalizing legal entity structures to reduce costs, mitigate risks and improve operational transparency.

Costs will be recognized based on applicable accounting guidance which includes accounting for disposal or exit activities, guidance related to impairment of long lived assets (for right of use assets related to real estate leases), as well as other costs resulting from accelerated depreciation or amortization of leasehold improvements and other property and equipment. Based on its current estimates, the ~~organization through reduced~~Company expects to incur costs of approximately $700 million in connection with the integration and restructuring of the combined businesses, primarily related to severance, real estate rationalization, information technology rationalization, consulting fees related to the management ~~layers~~of the integration processes and ~~more common structures across regions~~legal fees related to the rationalization of legal entity structures. The Company incurred $335 million in 2019 and businesses to more closely align with its more formalized segmentation strategy across large risk management, middle market corporate, and small commercial & personal segments. These efforts are expected to create increased efficiencies and additional capacity for reinvestment$80 million in ~~people and technology. During~~ the first quarter of 2020 and expects most of the remaining costs to be incurred in 2020, with a modest amount in 2021. These integration and restructuring plans may change during implementation, which may change our current cost and related savings estimates, as the Company continues to refine its detailed plans for each business and location.

In connection with the JLT integration and restructuring, in the first quarter of 2020, the Company incurred costs of $80 million: $61 million in RIS, $10 million in Consulting, and $9 million in Corporate. The severance and related costs were included in compensation and benefits and the other costs were included in other operating expenses in the consolidated statement of income.

Details of the JLT integration and restructuring activity from January 1, 2019 through March 31, 2020, is as follows:



(In millions)	Severance			Real Estate Related Costs (a)			Information Technology (a)			Consulting and Other Outside Services (b)			Total
Liability at 1/1/19	$	—		$	—		$	—		$	—		$	—
2019 Charges	154			38			45			98			335
Cash payments	(112		)	(14		)	(45		)	(94		)	(265		)
Non-cash charges	—			(19		)	—			(4		)	(23		)
Liability at 12/31/19	$	42		$	5		$	—		$	—		$	47
2020 Charges	23			16			21			20			80
Cash payments	(24		)	(4		)	(17		)	(16		)	(61		)
Non-cash charges	—			(12		)	—			(1		)	(13		)
Liability at 3/31/2020	$	41		$	5		$	4		$	3		$	53

(a) Includes data center contract termination costs and temporary infrastructure leasing costs.

(b) Includes consulting fees related to the management of the integration processes and legal fees related to the rationalization of legal entity structures.

Other Restructuring

During 2018 and 2019, Marsh initiated programs to simplify its organization structure and realign and rebrand certain of its businesses. The Company incurred severance and consulting costs of $5$2 million for the three month period ended March 31, 2020, related to ~~this initiative.~~these initiatives.

During the fourth quarter of 2018, Mercer initiated a program to restructure its business to further optimize the way Mercer operates, setting up the Company for a more fluid and nimble structure and operating model for the future. ~~During the first quarter of 2019, the~~

The Company incurred restructuring severance and consulting costs of ~~$10~~$4 million for the three month period ended March 31, 2020 related to this initiative.

In addition to the changes discussed above, the Company incurred at Corporate $3 million of restructuring costs related to severance and future rent under non-cancelable ~~leases, primarily in Corporate.~~

leases.

Details of the other restructuring activity from January 1, ~~2018~~2019 through March 31, ~~2019,~~2020, which includes liabilities from actions prior to ~~2019,~~2020, are as follows:


(In millions)	Liability at 1/1/18		Amounts Accrued		Cash Paid			Other			Liability at 12/31/18		Amounts Accrued		Cash Paid			Other		Liability at 3/31/19		Liability at 1/1/19		Amounts Accrued		Cash Paid			Other			Liability at 12/31/19		Amounts Accrued		Cash Paid			Other			Liability at 3/31/2020
Severance	$	15	$	137	$	(77	)	$	(2	)	$	73	$	37	$	(37	)	$	—	$	73	$	73	$	73	$	(91	)	$	(4	)	$	51	$	5	$	(31	)	$	(1	)	$	24
Future rent under non-cancelable leases and other costs	50		24		(37		)	2			39		1		(4		)	2		38		39		39		(21		)	(6		)	51		4		(7		)	(4		)	$	44
Total	$	65	$	161	$	(114	)	$	—		$	112	$	38	$	(41	)	$	2	$	111	$	112	$	112	$	(112	)	$	(10	)	$	102	$	9	$	(38	)	$	(5	)	$	68

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.

~~JLT Related Restructuring~~

In the first quarter of 2019, the Company initiated a restructuring program in anticipation of the acquisition of JLT on April 1, 2019. In connection with this activity, the Company incurred costs of $20 million (RIS - $19 million and Corporate - $1 million) in the first quarter of 2019. These costs were included in compensation and benefits in the consolidated statement of income.

~~Following the acquisition of JLT, the Company is completing plans for the integration and restructuring of the combined MMC and JLT operations world-wide.~~

16. Common Stock

There were no0 repurchases of the Company's common stock during the ~~first~~ three ~~months~~month periods ended March 31, 2020 and March 31, 2019. The Company does not expect to repurchase shares for the remainder of ~~2019.~~2020. In November ~~2016,~~2019, 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, ~~2019,~~2020, the Company remained authorized to repurchase up to approximately ~~$866 million~~$2.4 billion in shares of its common stock. There is no time limit on the authorization. ~~During the first three months of 2018, the Company repurchased approximately 3.0 million shares of its common stock for consideration of $250 million.~~

The Company issued approximately ~~3.2~~2.3 million and ~~2.3~~3.2 million shares related to stock compensation and employee stock purchase plans during the first three months of ~~2019~~2020 and ~~2018,~~2019, respectively.

17. Claims, Lawsuits and Other Contingencies

Acquisition of Jardine Lloyd Thompson Group plc

On April 1, 2019, the Company completed its previously announced acquisition of all of the outstanding shares of JLT. See Note 8 to the consolidated financial statements for additional information. Upon the consummation of the acquisition of JLT, the Company assumed the legal liabilities and became responsible for JLT’s litigation and regulatory exposures as of April 1, 2019.

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, investment advisory, and investment management 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~~offices of Marsh Limited, our Marsh and Guy Carpenter operating subsidiary in the United ~~Kingdom.~~Kingdom, and JLT Specialty Ltd., JLT's U.K. operating subsidiary. The FCA indicated that it had reasonable grounds for suspecting that Marsh Limited, JLT Specialty Ltd. and other participants in the market ~~have~~had 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 both Marsh and JLT, 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~~and JLT Specialty Ltd. that it ~~has~~had discontinued its investigation under U.K. competition law. In May 2018, the FCA advised that it would not be taking any further action with Marsh Limited or JLT Specialty Ltd. in connection with this matter.

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."

In January 2019, the Company received a notice that the Administrative Council for Economic Defense anti-trust agency in Brazil had commenced an administrative proceeding against a number of insurance brokers, including both Marsh and JLT, and insurers “to investigate an alleged sharing of sensitive commercial and competitive confidential information" in the aviation insurance and reinsurance sector.

In 2017, JLT identified payments to a third-party introducer that had been directed to unapproved bank accounts. These payments related to reinsurance placements made on behalf of an Ecuadorian state-owned insurer. In early 2018, JLT voluntarily reported this matter to law enforcement authorities. In February and March 2020, money laundering charges were filed in the United States against a former employee of JLT, the principals of the third-party introducer and a former official of the state-owned insurer. We are cooperating with ~~these investigations and are conducting our own reviews.~~ the ongoing investigations.

At this time, we are unable to predict ~~their~~the likely timing, outcome or ultimate ~~impact. There can be no assurance that~~impact of the ~~ultimate resolution of these~~foregoing investigations or any related matters. Adverse determinations in one or more of these matters ~~will not~~could have a material ~~adverse effect~~impact on ~~our~~the Company's consolidated results of operations, financial condition or cash ~~flows.~~flows in a future period.

~~Acquisition of Jardine Lloyd Thompson Group plc~~Consulting Segment

~~On April 1, 2019,~~In 2014, the ~~Company completed its previously announced acquisition of all~~FCA conducted a thematic review of the ~~outstanding shares~~suitability of ~~Jardine Lloyd Thompson Group plc,~~financial advice provided to individuals by a ~~public company organized under~~number of firms, including JLT’s employee benefits business, relating to enhanced transfer value ("ETV") pension transfers. In January 2015, the ~~laws~~FCA notified JLT that it was commissioning a Skilled Person review of ~~England and Wales (“JLT”). See Note 8~~JLT’s ETV advice. In February 2019, prior to the ~~consolidated financial statements for additional information. By virtue~~completion of the acquisition, JLT recorded a gross liability of ~~JLT,~~approximately£59 million (or approximately $77 million) arising from the Skilled Person report and ETV review. Pending the outcome of the FCA’s review, and based on our review as of March 31, 2020, the Company ~~assumed~~has a gross liability of approximately £73 million (or approximately $91 million) recorded on its consolidated balance sheet for the ~~legal~~estimated liabilities and ~~became responsible for JLT’s legal~~costs arising from this matter. We expect this gross liability to be partially offset by insurance and ~~regulatory exposures as of April 1, 2019.~~indemnification claims under existing arrangements.

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, ~~2019,~~2020, 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 17 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.

18. 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 ~~2018~~2019 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.

Prior to being acquired by the Company, JLT operated in 3 segments: Specialty, Reinsurance and Employee Benefits. JLT operated in 41 countries, with significant revenue in the United Kingdom, Pacific, Asia and the United States. As of April 1, 2019, the historical JLT businesses were combined into MMC operations as follows: JLT Specialty is included by geography within Marsh, JLT Reinsurance is included in Guy Carpenter and the majority of JLT's Employee Benefits business was included in Mercer Health and Wealth.

Selected information about the Company’s operating segments for the three-month periods ended March 31, ~~2019~~2020 and ~~2018~~2019 are as follows:



	Three Months Ended March 31,
(In millions)	Revenue				Operating Income (Loss)
2020–
Risk and Insurance Services	$	2,911		^(a)	$	854
Consulting	1,762			^(b)	282
Total Operating Segments	4,673				1,136
Corporate/Eliminations	(22		)		(66		)
Total Consolidated	$	4,651			$	1,070
2019–
Risk and Insurance Services	$	2,423		^(a)	$	733
Consulting	1,673			^(b)	279
Total Operating Segments	4,096				1,012
Corporate/Eliminations	(25		)		(74		)
Total Consolidated	$	4,071			$	938

Three Months Ended
March 31,
(In millions) Revenue
Operating Income
(Loss)
2019–
Risk and Insurance Services $ 2,423
^(a)
$ 733
Consulting 1,673
^(b)
279
Total Operating Segments 4,096
1,012
Corporate/Eliminations (25 ) (74 )
Total Consolidated $ 4,071
$ 938
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

^(a) Includes inter-segment revenue of $1 million in ~~2019~~both 2020 and ~~2018, respectively,~~2019, interest income on fiduciary funds of $23 million in both 2020 and ~~$13 million in~~ 2019 and ~~2018, respectively,~~ equity method loss of $1 millionin 2020and equity method income ~~(loss)~~ of $2 million ~~and $(1) million~~ in ~~2019 and 2018, respectively.~~2019.

^(b) Includes inter-segment revenue of ~~$24~~$21 million and ~~$11~~$24 millionin ~~2019~~2020 and ~~2018,~~2019, respectively, interest income on fiduciary funds of $1 million in ~~2019~~both 2020 and ~~2018, respectively,~~2019, and equity method income of $4 million and $5 million in 2020 and ~~$3 million in~~ 2019, ~~and in 2018,~~ respectively.

Details of operating segment revenue for the three-month periods ended March 31, ~~2019~~2020 and ~~2018~~2019 are as follows:



	Three Months Ended March 31,
(In millions)	2020			2019
Risk and Insurance Services
Marsh	$	2,076		$	1,753
Guy Carpenter	835			670
Total Risk and Insurance Services	2,911			2,423
Consulting
Mercer	1,251			1,155
Oliver Wyman Group	511			518
Total Consulting	1,762			1,673
Total Operating Segments	4,673			4,096
Corporate/Eliminations	(22		)	(25		)
Total	$	4,651		$	4,071

Three Months Ended
March 31,
(In millions) 2019
2018
Risk and Insurance Services
Marsh $ 1,753
$ 1,703
Guy Carpenter 670
641
Total Risk and Insurance Services 2,423
2,344
Consulting
Mercer 1,155
1,171
Oliver Wyman Group 518
497
Total Consulting 1,673
1,668
Total Operating Segments 4,096
4,012
Corporate/Eliminations
(25 ) (12 )
Total $ 4,071
$ 4,000

19. New Accounting Guidance

New Accounting Pronouncements Adopted Effective January 1, ~~2019:~~

~~The following new accounting standard was adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2019:~~

~~Leases~~

In February 2016, the FASB issued new guidance intended to improve financial reporting for leases. Under the new guidance, a lessee is required to recognize assets and liabilities for leases. Consistent with legacy GAAP, therecognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will depend on the classification of the lease as financing or operating. However, unlike legacy GAAP, which requires that only capital leases are recognized on the balance sheet, the new guidance requires that both operating and financing leases be recognized on the balance sheet. The Company adopted this new standard effective January 1, 2019, using a modified retrospective method, applying the new guidance as of the beginning of the year of adoption, with a cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2019. Therefore, prior period information has not been restated. The Company has elected the package of practical expedients, which among other things, allows us to carry forward our historical lease classifications. The Company did not elect the hindsight practical expedient in determining lease term and impairment of an entity's ROU assets. On January 1, 2019, the Company recognized a lease liability of~~$1.9 billion and ROU asset of $1.7 billion~~, related to real estate operating leases. The ROU asset also reflected reclassification adjustments primarily from other liabilities related to existing deferred rent, unamortized lease incentives and restructuring liabilities of $0.2 billion upon adoption. There was no cumulative-effect adjustment required to be booked to retained earnings upon transition. The adoption of this standard did not have a material impact on our income statement as compared to prior periods.

~~The following new accounting standards were adopted prospectively as of January 1, 2019:~~

~~Derivatives and Hedging~~

In August 2017, the FASB issued new guidance intended to refine and expand hedge accounting for both financial and commodity risks. The guidance creates more transparency around how economic results are presenting in both the financial statements and the footnotes, as well as making targeted improvements to simplify the application of hedge accounting guidance. The Company adopted this guidance effective January 1, 2019. The adoption of this standard did not have an impact on the Company's financial position or results of operations.

~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~

In February 2018, the FASB issued new guidance that allowed an entity to reclassify the stranded tax effects resulting from TCJA from accumulated other comprehensive income ("AOCI") to retained earnings. The guidance is effective for the period beginning January 1, 2019. The Company elected not to reclassify the stranded income tax effects of the TCJA from AOCI to retained earnings. The adoption of this standard had no impact on the Company's

~~financial position or results of operations. The Company’s accounting policy related to releasing income tax effects from AOCI follows the portfolio approach.~~

~~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:~~

~~Revenue Recognition~~

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 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.

~~Recognition and Measurement of Financial Instruments~~

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 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.

~~Income Tax Consequences of Intra-Entity Transfers~~

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.

~~New Accounting Pronouncements Not Yet Adopted~~2020:

In August 2018, the FASB issued new guidance that amends required fair value measurement disclosures. The guidance adds new requirements, eliminates some current disclosures and modifies other required disclosures. The new disclosure requirements, along with modifications made to disclosures as a result of the change in requirements for narrative descriptions of measurement uncertainty, must be applied on a prospective basis. The effects of all other amendments included in the guidance must be applied retrospectively for all periods presented. The ~~guidance is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early~~ adoption ~~is permitted. Adoption~~ of this guidance ~~will impact~~impacted disclosures only and ~~will not have an impact on the Company's financial position or results of operations.~~

~~permitted. Adoption of this guidance will impact disclosures only and will~~did not have an impact on the Company's financial position or results of operations.

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 adoption of this standard is not expected to have a material impact on the Company's financial position or results of operations.

In June 2016, the FASB issued new guidance on the impairment of financial instruments. The new guidance adds a CECL impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses. The new standard is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new standard makes targeted changes to the impairment model for available-for-sale debt securities. The adoption of this standard did not have a material impact on the Company's financial position or results of operations.

New Accounting Pronouncements Effective January 1, 2019:

The following new accounting standard was adopted using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of January 1, 2019:

Leases

that only capital leases are recognized on the balance sheet, the new guidance requires that both operating and financing leases be recognized on the balance sheet. The Company adopted this new standard effective January 1, 2019, using a modified retrospective method, applying the new guidance as of the beginning of the year of adoption, with a cumulative effect of initially applying the guidance recognized as an adjustment to retained earnings at January 1, 2019. Therefore, prior period information has not been restated. The Company has elected the package of practical expedients, which among other things, allows historical lease classifications to be carried forward. The Company did not elect the hindsight practical expedient in determining lease term and impairment of an entity's ROU assets. On January 1, 2019, the Company recognized a lease liability of$1.9 billion and ROU asset of $1.7 billion, related to real estate operating leases. The ROU asset also reflected reclassification adjustments primarily from other liabilities related to existing deferred rent, unamortized lease incentives and restructuring liabilities of $0.2 billion upon adoption. There was no cumulative-effect adjustment required to be booked to retained earnings upon transition. The adoption of this standard did not have a material impact on our income statement as compared to prior periods.

The following new accounting standards were adopted prospectively as of January 1, 2019:

Derivatives and Hedging

In August 2017, the FASB issued new guidance intended to refine and expand hedge accounting for both financial and commodity risks. The guidance creates more transparency around how economic results are presented in both the financial statements and the footnotes, as well as making targeted improvements to simplify the application of hedge accounting guidance. The Company adopted this guidance effective January 1, 2019. The adoption of this standard did not have an impact on the Company's financial position or results of operations.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

In February 2018, the FASB issued new guidance that allowed an entity to reclassify the stranded tax effects resulting from the Tax Cuts and Job Act (the "TCJA") from accumulated other comprehensive income ("AOCI") to retained earnings. The guidance is effective for ~~annual~~the period beginning January 1, 2019. The Company elected not to reclassify the stranded income tax effects of the TCJA from AOCI to retained earnings. The adoption of this standard had no impact on the Company's financial position or ~~any~~results of operations. The Company’s accounting policy related to releasing income tax effects from AOCI follows the portfolio approach.

New Accounting Pronouncements Not Yet Adopted

In December 2019, the Financial Accounting Standards Board ("FASB") issued guidance related to the accounting for income taxes. The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intraperiod tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim ~~goodwill impairment tests~~period income tax accounting for year-to-date losses that exceed anticipated losses. The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods. The standard takes effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, ~~2019.~~2020. The Company is currently evaluating the impact this standard will have on the Company’s financial position.

In August 2018, the FASB issued new guidance that amends disclosures related to Defined Benefit Plans. The guidance removes disclosures that no longer are considered cost-beneficial, clarifies the specific requirements of certain disclosures, and adds disclosure requirements identified as relevant. The guidance must be applied on a retrospective basis. The guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. ~~The Company does not expect the adoption~~Adoption of this ~~standard to~~guidance will impact disclosures only and will not have ~~a material~~an impact on ~~its~~the Company's financial position or results of operations.

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 76,000 colleagues worldwide and annual revenue of $17 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.


•	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.

A reconciliation of segment operating income to total operating income is included in Note 18 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.

~~Subsequent Event~~For information on the first quarter 2019 results and similar comparisons, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-Q for the quarterly period ended March 31, 2019.

Business Update Related To COVID-19

In March 2020, the World Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak has become increasingly widespread around the world, including virtually every geography in which the Company operates. The pandemic has created uncertainty about the impact on the global economy. Governments have implemented various restrictions around the world, including closure of non-essential businesses, travel restrictions, shelter-in-place requirements and other restrictions. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets.

The Company has taken a number of precautionary steps to safeguard its business and colleagues from COVID-19, including, but not limited to, implementing travel restrictions, arranging work from home capabilities and flexible work policies. By the end of March, nearly all of the Company’s colleagues were working fully in a remote work environment, with virtually no disruption in our ability to serve clients. The safety and well-being of our colleagues is our first priority. We have established a $5 million support fund for colleagues in need, as well as matching gifts for charitable contributions. The Company is monitoring and assessing the impact of the COVID-19 pandemic on a daily basis to ensure that we continue to adhere to guidelines and orders issued by federal, state and local governments.

The Company has taken various actions to maintain liquidity in response to the potential impacts of COVID-19, including establishment of a new committed credit facility in April 2020, and actions to reduce expenses and capital expenditures.

The ultimate extent of the COVID-19 impact to the Company will depend on numerous evolving factors and future developments that we are not able to predict. Factors that could adversely affect our financial statements related to the financial and operational impact of COVID-19 are outlined in “Item 1A - Risk Factors” in the Company’s Form 10-Q.

Acquisition of JLT

On April 1, 2019, the Company completed its previously announced acquisition (the "Transaction") of all of the outstanding shares of Jardine Lloyd Thompson Group plc ("JLT"), a public company organized under the laws of England and Wales. Under the terms of the Transaction, JLT shareholders received £19.15 in cash for each JLT share, which values JLT’s existing issued and to be issued share capital at approximately £4.3 billion (or approximately $5.6 billion based on an exchange rate of U.S. $1.31:£1). ~~In addition,~~

JLT's results of operations for the period January 1, 2019 through March 31, 2019 are not included in the Company’s results of operation for 2019.

By virtue of the acquisition of JLT, the Company ~~will repay existing~~assumed the legal liabilities and became responsible for JLT’s litigation and regulatory exposures as of April 1, 2019. Please see the "Risk Factors" section of our most recently filed Annual Report on Form 10-K for risks associated with the acquisition.

The Company’s results for the three month period ended March 31, 2020 was impacted by JLT ~~debt of approximately $1 billion, of which approximately $450 million was repaid~~related acquisition, restructuring and integration costs as well as legacy MMC restructuring programs as discussed in ~~April 2019.~~Note 15 to the consolidated financial statements.

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

This Management's Discussion & Analysis ("MD&A") contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. See "Information Concerning Forward-Looking Statements" at the outset of this report.

Consolidated Results of Operations


	Three Months Ended March 31,				Three Months Ended March 31,
(In millions, except per share figures)	2019		2018		2020		2019
Revenue	$	4,071	$	4,000	$	4,651	$	4,071
Expense:
Compensation and Benefits	2,282		2,224		2,555		2,282
Other Operating Expenses	851		868		1,026		851
Operating Expenses	3,133		3,092		3,581		3,133
Operating Income	938		908		1,070		938
Income Before Income Taxes					1,007		944
Net Income Before Non-Controlling Interests	727		696		767		727
Net Income Attributable to the Company	$	716	$	690	$	754	$	716
Net Income Per Share Attributable to the Company:
Basic	$	1.42	$	1.36	$	1.49	$	1.42
Diluted	$	1.40	$	1.34	$	1.48	$	1.40
Average Number of Shares Outstanding:
Basic	505		508		505		505
Diluted	511		514		510		511
Shares Outstanding at March 31,	507		508
Shares outstanding at March 31,					506		507

~~In 2019, the~~The Company’s results of operations and earnings per share ~~were impacted by~~for the ~~following items:~~

~~In connection with the Transaction,~~three month periods ended March 31, 2020 and 2019 include costs related to ~~hedge the risk of appreciation~~JLT integration and restructuring activities, and other MMC restructuring activities as discussed in more detail in Note 15 of the ~~GBP-denominated purchase price relative~~consolidated financial statements. These costs are reflected as part of net operating income. In addition, in 2019 the Company incurred other costs related to the ~~U.S. dollar, in September 2018, the Company entered into a deal contingent foreign exchange contract (the "FX Contract") to, solely upon consummation~~financing of the JLT Transaction ~~purchase £5.2 billion~~ and ~~sell a corresponding amount of U.S. dollars at a contractedexchange rate. In~~hedging certain economic exposures. These costs are summarized below:



	Three Months Ended March 31,
(In millions)	2020		2019
Restructuring costs, excluding JLT	$	9	$	18
JLT integration and restructuring costs	80		36
JLT acquisition related costs	13		11
Impact on operating income	102		65
Change in fair value of acquisition related derivative contracts	—		(29		)
JLT related interest income - pre-acquisition	—		(25		)
JLT related interest expense - pre-acquisition	—		54
Impact on income before taxes	$	102	$	65

Operating income in the first quarter of ~~2019,~~2020 increased 14% to $1.1 billion. The increase is due to an ~~unrealized gain of $42 million was recorded~~increase in the ~~consolidated statement~~Company’s ongoing operating results, both legacy and from the inclusion of JLT’s results in 2020, partly offset by the year-over-year increase in JLT integration and restructuring costs.

Income before income taxes increased to $1.0 billion in the first quarter of 2020, compared with $0.9 billion in the first quarter of 2019. The increase is due to higher operating income, partly offset by lower interest income resulting from the investment of debt proceeds in 2019 prior to the acquisition of JLT and a gain in 2019 related to the change in fair value ~~during the period~~of acquisition-related derivative contracts.

Diluted earnings per share increased from December 31, 2018 to March 31, 2019. The FX Contract was settled on April 1, 2019. A loss of $12 million will be recorded in the second quarter of 2019 related to the settlement of the FX Contract. The FX Contract is discussed in Note 11 to the consolidated financial statements.

To secure funding for the Transaction, the Company entered into a bridge loan agreement with aggregate commitments of £5.2 billion in September 2018. The bridge loan agreement provided for commitments in the aggregate principal amount of £5.2 billion. In 2018, the Company paid approximately $35 million of customary upfront fees related to the bridge loan at the inception of the loan commitment, of which $30 million was amortized in 2018 and $5 million in 2019 as interest expense based on the period of time the facility was expected to be in effect (including any loans outstanding). The Company also recorded an additional $2 million of fees as interest expense$1.40 in the first quarter of 2019 ~~related~~ to ~~the bridge loan agreement. There were no borrowings under the bridge loan agreement at March 31, 2019. The Company terminated its bridge loan agreement on April 1, 2019.~~

~~In addition,~~$1.48 in 2020, due to hedge the economic risk of increases in interest rates prior to its issuance of senior notes in January 2019, in the fourth quarter of 2018, the Company entered into Treasury lock contracts related to $2 billion of the expected debt. A charge of $6 million was recorded in the first quarter of 2019 related to the settlement of the Treasury lock derivatives. In March 2019, the Company issued €1.1 billion of senior notes related to the JLT Transaction and entered into a forward exchange contract to hedge the economic risk of changes in foreign exchange rates from the issuance date to settlement date of the Euro senior notes. This forward exchange contract was settled in March 2019, and the Company recorded a charge of $7.3 million to the consolidated statement ofhigher income ~~related to the settlement of this contract.~~

During the first quarter, the Company issued $5.3 billion and €1.1 billion of senior notes. The Company used part of the net proceeds from these offerings to primarily fund the acquisition of JLT, including the payment of related fees and expenses, and to repay certain JLT indebtedness, as well as for general corporate purposes. The Company recorded approximately $47 million of interest expense in the first quarter of 2019 related to these senior notes.

~~The Company received proceeds from debt issuances~~before taxes, discussed above, related to the JLT Transaction in the first quarter of 2019 of approximately $6.5 billion, which were placed in escrow. The Company recorded approximately $25 million of interest income in the first quarter of 2019 related to these funds. The funds were released from escrow upon the completion of the Transaction in April 2019.

When taken together the items above had no net impact on the Company's consolidated results from operations in the first quarter of 2019, since the gains, losses, interest income and interest expense net to zero.

~~The Company's consolidated operating income of $938 million in the first quarter of 2019 increased 3% compared to the prior year period. This reflects~~ a ~~7% increase in underlying earnings, partly offset by decreases of 2% related to the impact of foreign currency translation and 2% from the impact of acquisitions.~~

~~Diluted net income per share attributable to the Company increased 4% compared to the prior year period, driven by the increase in operating income and a 1%~~small decrease in the ~~average~~ number of diluted shares ~~outstanding.~~ outstanding partly offset by a higher effective tax rate.

JLT Integration and Restructuring Costs

The ~~number~~Company is currently integrating JLT, which is discussed in more detail in Note 14 to the consolidated financial statements, and will incur costs in connection with the integration and restructuring of ~~shares issued~~the combined businesses, primarily related to severance, real estate rationalization, technology, consulting fees related to the ~~vesting~~management of ~~share awards~~the integration processes and ~~exercise of employee stock options was more than offset by shares repurchased over the past four quarters.~~

~~Interest expense increased by $59 million due~~legal fees related to the rationalization of legal entity structures. Based on current estimates, the ~~issuance~~Company expects to incur pre-tax charges of ~~debt~~$700 million, of which approximately $625 million will be cash charges. These costs reflect $335 million incurred in 2019, $80 million incurred in 2020 and projected costs of approximately $285 million, most of which will be incurred in the ~~first quarter~~next three quarters of 2020 and the remainder in 2021. Based on further analysis and review during the second half of 2019, the Company identified additional opportunities for further efficiencies that will result in additional future cost savings and is currently tracking ahead of our prior guidance. The Company expects to ~~fund~~achieve run rate savings of at least $350 million. The Company realized cost savings of approximately $220 million and $125 million in 2020 and 2019, respectively, and expects to achieve the ~~JLT Transaction. This was offset~~remainder by ~~interest income on~~ the ~~proceeds~~end of 2021. The Company incurred cash charges of approximately $265 million during 2019 and $61 million in 2020 and expects most of the ~~debt,~~remaining cash expenditures to occur in the remainder of 2020, with a modest amount in 2021, related to this initiative. These integration and ~~a gain from~~restructuring plans are still being finalized, which may change our current cost and related savings estimates, as the ~~change in fair value of~~Company continues to refine its detailed plans for each business and location.

JLT Acquisition Related Costs

JLT acquisition related costs are primarily related to legal fees that were directly related to completing the ~~FX Contract.~~Transaction.

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. Underlying revenue measures the change in revenue from one period to ~~another~~the next by isolating these impacts.

The calculation of underlying revenue growth for the three-month periods ended March 31, 2020, is calculated as if MMC and JLT were a combined company as of January 1, 2019, but excludes the impact of currency and other acquisitions, dispositions, and transfers among businesses. Combined prior year revenue information for MMC and JLT for the three-month periods ended March 31, 2019 is presented below. The unaudited 2019 JLT revenue amounts in "2019 including JLT" reflect historical JLT revenue information following IFRS, adjusted to conform with U.S. GAAP and MMC’s specific accounting policies, primarily related to development of constraints and subsequent release of those constraints related to the reinsurance business. The decrease in revenue related to the JLT aerospace business, which was sold in June 2019, is reflected in the acquisitions/dispositions column. All other acquisitions/dispositions activity is included in the acquisitions/dispositions column. Underlying expense growth is calculated in a similar manner.

The impact of foreign currency exchange fluctuations, acquisitions and dispositions, including transfers among businesses, on the Company's operating revenues by segment ~~was~~are as follows:


	Three Months Ended March 31,						% Change GAAP Revenue		Components of Revenue Change*						Three Months Ended March 31,						% Change GAAP Revenue		2019 Including JLT			% Change Including JLT in 2019		Components of Revenue Change Including JLT*
	Three Months Ended March 31,								Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue		Three Months Ended March 31,													Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue
(In millions)	2019			2018					Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue		2020			2019										Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue
Risk and Insurance Services
Marsh	$	1,737		$	1,694		3	%	(3	)%	1	%	5	%	$	2,061		$	1,737		19	%	$	1,969		5	%	(2	)%	1	%	5	%
Guy Carpenter	663			637			4	%	(2	)%	—		6	%	827			663			25	%	781			6	%	—		(1	)%	7	%
Subtotal	2,400			2,331			3	%	(3	)%	1	%	5	%	2,888			2,400			20	%	2,750			5	%	(1	)%	1	%	6	%
Fiduciary Interest Income	23			13											23			23					27
Total Risk and Insurance Services	2,423			2,344			3	%	(3	)%	1	%	5	%	2,911			2,423			20	%	2,777			5	%	(1	)%	1	%	5	%
Consulting
Mercer	1,155			1,171			(1	)%	(4	)%	2	%	—		1,251			1,155			8	%	1,229			2	%	(2	)%	(2	)%	5	%
Oliver Wyman Group	518			497			4	%	(3	)%	—		7	%
Oliver Wyman															511			518			(1	)%	518			(1	)%	(1	)%	—		—
Total Consulting	1,673			1,668			—		(3	)%	2	%	2	%	1,762			1,673			5	%	1,747			1	%	(1	)%	(1	)%	3	%
Corporate/Eliminations	(25		)	(12		)									(22		)	(25		)			(25		)
Total Revenue	$	4,071		$	4,000		2	%	(3	)%	1	%	4	%	$	4,651		$	4,071		14	%	$	4,499		3	%	(1	)%	—		5	%


	Three Months Ended March 31,				% Change GAAP Revenue		Components of Revenue Change*						Three Months Ended March 31,				% Change GAAP Revenue		2019 Including JLT		% Change Including JLT in 2019		Components of Revenue Change Including JLT*
	Three Months Ended March 31,						Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue		Three Months Ended March 31,										Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue
(In millions)	2019		2018				Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue		2020		2019								Currency Impact		Acquisitions/ Dispositions/ Other Impact		Underlying Revenue
Marsh:
EMEA	$	633	$	643	(2	)%	(6	)%	1	%	3	%	$	754	$	633	19	%	$	740	2	%	(2	)%	—		4	%
Asia Pacific	165		164		1	%	(4	)%	(3	)%	8	%	238		165		44	%	232		3	%	(2	)%	(1	)%	6	%
Latin America	78		84		(7	)%	(13	)%	(4	)%	11	%	91		78		16	%	100		(10	)%	(10	)%	(3	)%	3	%
Total International	876		891		(2	)%	(6	)%	—		5	%	1,083		876		24	%	1,072		1	%	(3	)%	—		4	%
U.S./Canada	861		803		7	%	—		3	%	5	%	978		861		14	%	897		9	%	—		4	%	5	%
Total Marsh	$	1,737	$	1,694	3	%	(3	)%	1	%	5	%	$	2,061	$	1,737	19	%	$	1,969	5	%	(2	)%	1	%	5	%
Mercer:
Wealth	543		565		(4	)%	(5	)%	4	%	(3	)%	592		543		9	%	598		(1	)%	(2	)%	(2	)%	3	%
Health	442		442		—		(2	)%	(1	)%	3	%	486		442		10	%	461		5	%	(1	)%	(2	)%	8	%
Career	170		164		4	%	(4	)%	5	%	2	%	173		170		2	%	170		2	%	(2	)%	1	%	2	%
Total Mercer	$	1,155	$	1,171	(1	)%	(4	)%	2	%	—		$	1,251	$	1,155	8	%	$	1,229	2	%	(2	)%	(2	)%	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, and changes in estimate methodology.
*	Components of revenue change may not add due to rounding.

Revenue

Consolidated revenue for the first quarter of ~~2019~~2020 was ~~$4.1~~$4.7 billion, an increase of 2%14% on a reported ~~basis or 4%~~basis. This reflects an increase of 5% on an underlying basis ~~with an increase~~and a decrease of 1% ~~from the impact of acquisitions partly offset by a 3% decrease~~ from the impact of foreign currency translation.

Revenue in the Risk and Insurance Services segment for the first quarter of ~~2019~~2020 was ~~$2.4~~$2.9 billion, an increase of 3%20% from the same quarter of the prior ~~year, or~~year. This reflects increases of 5% on an underlying basis ~~with an increase of~~and 1% from acquisitions, partly offset by a 1% decrease ~~of 3%~~ from the impact of foreign currency translation. Consulting revenue of ~~$1.7~~$1.8 billion in the first quarter of ~~2019 was flat versus prior year, but~~2020 increased 2%5%. Revenue increased 3% on an underlying ~~basis. Acquisitions increased revenue by 2%,~~basis, partly offset by ~~a decrease~~decreases of 3%1% from the impact of foreign currency ~~translation.~~translation and 1% from the disposition of a business.

Operating Expense

The Company incurred approximately $93 million and $47 million of operating expenses for the three month periods ended March 31, 2020 and March 31, 2019, respectively, related to JLT acquisition, integration and restructuring charges as discussed in more detail in Notes 8 and 15 of the consolidated financial statements.

Consolidated operating expense in the first quarter increased 1% 14%compared with the same period last ~~year, reflecting increases of~~year. Expense increased 3% on an underlying basis and 2%1% from the impact of acquisitions, partly offset by a decrease of 4%1% from the impact of foreign currency translation. The increase in underlying ~~expenses~~expense is primarily due to higher acquisition, integration and restructuring ~~and related~~ charges ~~for severance and legal fees~~ related to the JLT Transaction and higher incentive compensation.

Following the acquisition of JLT, the Company is completing plans for the integration and restructuring of the combined MMC and JLT operations world-wide. The Company expects to initiate these actions in the second quarter of 2019.

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)	2019			2018			2020			2019
Revenue	$	2,423		$	2,344		$	2,911		$	2,423
Compensation and Benefits	1,221			1,168			1,452			1,221
Other Operating Expenses	469			460			605			469
Expense	1,690			1,628			2,057			1,690
Operating Income	$	733		$	716		$	854		$	733
Operating Income Margin	30.2		%	30.5		%	29.4		%	30.2		%



(In millions)	March 31, 2019		January 1, 2019
Contract Assets	$	198	$	112
Contract Liabilities	$	611	$	545



(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, 2018	$	—	$	(2,953	)	$	(1,694	)	$	(4,647	)
Other comprehensive (loss) income before reclassifications	—		(59		)	94			35
Amounts reclassified from accumulated other comprehensive income	—		22			—			22
Net current period other comprehensive (loss) income	—		(37		)	94			57
Balance as of March 31, 2019	$	—	$	(2,990	)	$	(1,600	)	$	(4,590	)



	March 31, 2019						December 31, 2018
(In millions)	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Client Relationships	$	2,046	$	685	$	1,361	$	1,970	$	639	$	1,331
Other ^(a)	267		164		103		259		153		106
Amortized intangibles	$	2,313	$	849	$	1,464	$	2,229	$	792	$	1,437



For the Year Ended December 31,	Gross Rental Commitments		Rentals from Subleases		Net Rental Commitments
(In millions of dollars)	Gross Rental Commitments		Rentals from Subleases		Net Rental Commitments
2019	$	361	$	32	$	329
2020	$	340	$	31	$	309
2021	$	277	$	12	$	265
2022	$	252	$	10	$	242
2023	$	214	$	9	$	205
Subsequent years	$	753	$	32	$	721



(In millions)	March 31, 2019		December 31, 2018
Short-term:
Commercial paper	$	748	$	—
Current portion of long-term debt	814		314
	1,562		314
Long-term:
Senior notes – 2.35% due 2019	300		300
Senior notes – 2.35% due 2020	499		499
Senior notes – 3.50% due 2020	697		—
Senior notes – 4.80% due 2021	499		499
Senior notes - Floating rate due 2021	298		—
Senior notes – 2.75% due 2022	498		497
Senior notes – 3.30% due 2023	348		348
Senior notes – 4.05% due 2023	249		249
Senior notes – 3.50% due 2024	597		597
Senior notes – 3.875% due 2024	992		—
Senior notes – 3.50% due 2025	497		496
Senior notes – 1.349% due 2026	623		—
Senior notes – 3.75% due 2026	597		596
Senior notes – 4.375% due 2029	1,499		—
Senior notes – 1.979% due 2030	622		—
Senior notes – 5.875% due 2033	298		297
Senior notes – 4.75% due 2039	494		—
Senior notes – 4.35% due 2047	492		492
Senior notes – 4.20% due 2048	592		592
Senior notes – 4.90% due 2049	1,236		—
Mortgage – 5.70% due 2035	355		358
Other	4		4
	12,286		5,824
Less current portion	814		314
	$	11,472	$	5,510


(In millions of dollars)	Payment due by Period
(In millions)											Payment due by Period
Contractual Obligations	Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years		Total		Within 1 Year		1-3 Years		4-5 Years		After 5 Years
Commercial paper	$	750	$	750	$	—	$	—	$	—	$	193	$	193	$	—	$	—	$	—
Term loan facility											1,000		500		500		—		—
Revolving credit facility											1,000		1,000		—		—		—
Short-term debt	814		814		—		—		—		716		716		—		—		—
Long-term debt	11,545		—		2,032		1,632		7,881		10,804		—		1,684		2,384		6,736
Interest on long-term debt	5,855		493		861		737		3,764		5,399		480		796		663		3,460
Net operating leases	2,136		347		586		460		743		2,568		401		682		520		965
Service agreements	212		151		44		14		3		303		150		84		60		9
Other long-term obligations	351		69		222		60		—		455		179		227		43		6
Total	$	21,663	$	2,624	$	3,745	$	2,903	$	12,391	$	22,438	$	3,619	$	3,973	$	3,670	$	11,176



(In millions)	Three Months Ended March 31, 2019
MMC As Previously Reported
Risk & Insurance Services
Marsh	$	1,737
Guy Carpenter	663
Subtotal	2,400
Fiduciary Interest Income	23
Total Risk & Insurance Services	2,423
Consulting
Mercer	1,155
Oliver Wyman Group	518
Total Consulting	1,673
Corporate Eliminations	(25		)
Total Revenue	$	4,071
JLT 2019
Specialty (Marsh)	$	232
Reinsurance (Guy Carpenter)	118
Employee Benefits (Mercer)	74
Subtotal	424
Fiduciary Interest Income	4
Total Revenue	$	428
2019 Including JLT
Marsh	$	1,969
Guy Carpenter	781
Subtotal	2,750
Fiduciary Interest Income	27
Total Risk & Insurance Services	2,777
Consulting
Mercer	1,229
Oliver Wyman Group	518
Total Consulting	1,747
Corporate Eliminations	(25		)
Total Revenue Including JLT	$	4,499



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, 2019	—	$	—	—	$	865,752,978
February 1-28, 2019	—	$	—	—	$	865,752,978
March 1-31, 2019	—	$	—	—	$	865,752,978
Total	—	$	—	—	$	865,752,978



Date:	~~April 26, 2019~~May 1, 2020	/s/ Mark C. McGivney
		Mark C. McGivney
		Chief Financial Officer

Date:	~~April 26, 2019~~May 1, 2020	/s/ Stacy M. Mills
		Stacy M. Mills
		Vice President & Controller
		(Chief Accounting Officer)



Exhibit No.		Exhibit Name

~~2.1~~10.1		~~Rule 2.7 Announcement, dated~~Letter Agreement, effective as of ~~September 18, 2018 (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2018)~~January 15, 2020, between Marsh & McLennan Companies, Inc. and John Q. Doyle

~~2.2~~10.2		Co-operation Agreement, dated as of September 18, 2018, by and among Marsh & McLennan Companies, Inc., MMC Treasury Holdings (UK) Limited and Jardine Lloyd Thompson Group plc. (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2018)

~~4.1~~		Eleventh Supplemental Indenture, dated January 15, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on January 15, 2019)

~~4.2~~		Twelfth Supplemental Indenture, dated March 21, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on March 21, 2019)

~~10.1~~		Calculation Agency Agreement, dated as of January 15, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as calculation agent (incorporated by reference to the Company's Current Report on Form 8-K filed on January 15, 2019)

~~10.2~~		Paying Agency Agreement, dated as of March 21, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, London Branch, as paying agent (incorporated by reference to the Company's Current Report on Form 8-K filed on March 21, 2019)

~~10.3~~		~~Form of Deferred Stock Unit Award, with grant dates from March 1, 2019 through February 1, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan~~

~~10.4~~		~~Form of Restricted Stock Unit Award, dated as of February 19, 2019, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan~~

~~10.5~~		~~Form of Performance Stock Unit Award, dated as of February 19, 2019, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan~~

~~10.6~~		~~Form of Stock Option Award, dated as of February 19, 2019, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan~~

~~10.7~~		~~Letter Agreement, effective as of February 19, 2019, between Marsh & McLennan Companies, Inc. and Peter C. Hearn~~

~~10.8~~		~~Non-Competition and Non-Solicitation Agreement, effective as of June 1, 2016, between Marsh & McLennan Companies, Inc. and Peter C. Hearn~~

~~10.9~~		Letter Agreement, effective as of March 1, 2019, between Marsh & McLennan Companies, Inc. and ~~Julio A. Portalatin (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)~~Martine Ferland

~~10.10~~10.3		~~Waiver~~Non-Competition and ~~Release~~Non-Solicitation Agreement, ~~dated~~effective as of ~~February 14,~~March 1, 2019, between Marsh & McLennan Companies, Inc. and ~~Julio A. Portalatin (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)~~Martine Ferland

~~10.11~~10.4		Letter Agreement, effective as of ~~January 16,~~July 1, 2019, between Marsh & McLennan Companies, Inc. and ~~Mark C. McGivney~~Dominic J. Burke (incorporated by reference to the ~~Company’s Annual~~Company's Current Report on Form ~~10-K for the year ended December 31, 2018)~~8-K dated April 29, 2020)

~~31.1~~10.5		Amendment to Letter Agreement, effective as of April 29, 2020, between Marsh & McLennan Companies, Inc. and Dominic J. Burke (incorporated by reference to the Company’s Current Report on Form 8-K dated April 29, 2020)

10.6		Non-Competition and Non-Solicitation Agreement, effective as of April 1, 2019, between Marsh & McLennan Companies, Inc. and Dominic J. Burke

10.7		Form of Deferred Stock Unit Award, with grant dates from March 1, 2020 through February 1, 2021, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan

10.8		Form of Restricted Stock Unit Award, dated as of February 19, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan

10.9		Form of Performance Stock Unit Award, dated as of February 19, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan

10.10		Form of Stock Option Award, dated as of February 19, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan

10.11		Conformed Copy of the Amended and Restated 5 Year Credit Agreement, dated as of October 12, 2018, among Marsh & McLennan Companies, Inc., MMC Treasury Holdings (UK) Limited, Citibank, N.A., as administrative agent, and the other parties thereto

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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

Intangible assets through March 31, 2020
(In millions)

Weighted Average Amortization Period

Client relationships