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证券交易委员会
华盛顿特区20549
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表格 10-Q
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(标记一个)
☒
根据《1934年证券交易法》第13或15(d)条款的季度报告
截至2024年6月30日季度结束 2024年9月30日
或
☐
根据证券交易法案第13或15(d)条条文提交的过渡报告
过渡期从________到________。
____________________________________________ 
Marsh & McLennan Companies, Inc.
MarshMcLennan logo.jpg
1166 美洲大道
纽约, 纽约 10036
(212) 345-5000
_____________________________________________ 
委员会文件编号 1-5998
公司登记状态： 特拉华州
I.R.S.雇主身份证号码。36-2668272
_____________________________________________ 
根据法案第12(b)条登记的证券：
每种类别的名称交易标的注册的交易所名称
普通股，每股面值为$1.00MMC纽约证券交易所
芝加哥交易所
请在核选记号区域表明：（1）本登记申请人在过去12个月（或申请人需要提交此项申报的较短期间）内已提交证券交易所法案第13条或第15(d)条要求提交的所有报告，且（2）本申请人在过去90日内已遵守上述提交要求。是  ý    不。 ¨
请勾选表示：在过去12个月（或登记者需要提交并张贴此类文件的较短期间内），登记者是否以电子方式提交了根据S-t规则第405条要求提交并发布的每个互动数据文件。是  ý不¨
请勾选以下选项以指示报告人是大型加速档案提交者、加速档案提交者、非加速档案提交者、小型报告公司还是新兴成长企业。详细定义请参阅交易所法1202条中“大型加速档案提交者”、“加速档案提交者”、“小型报告公司”和“新兴成长企业”的规定。
大型加速报告人☒加速汇编申报人☐
非加速档案提交者
☐ （如果是较小的报告公司，请勿勾选）
小型报告公司☐
新兴成长公司☐
如果是新兴成长企业，请勾选表示申报人是否选择不使用延长过渡期来符合根据证券交易所法第13(a)条提供的任何新的或修订的财务会计准则。 ¨
请在核对符号处注明，该登记人是否为一个外壳公司（如《交易所法》第120亿2条所定义的）。 是☐否ý
截至2024年10月14日，登记者的普通股股款价值每股1.00美元，尚有未清偿的 491,121,531 股份。



涉及前瞻性陈述的资讯
本季度10-Q表格中包含「前瞻性陈述」，根据1995年《私人证券诉讼改革法案》的定义。这些陈述表达管理层对未来事件或结果的看法，使用「预期」、「假设」、「相信」、「继续」、「估计」、「期望」、「打算」、「计划」、「项目」等类似术语，以及「可能」、「也许」、「应该」、「将」和「会」等未来或条件时态动词。
展望性陈述受到固有风险和不确定性的影响，可能导致我们的未来结果与我们的展望性陈述中所表达或暗示的结果有实质差异。可能会实质影响我们未来结果的因素包括但不限于：
•地缘政治或宏观经济条件对我们、我们的客户以及我们营运的国家和行业的影响，包括来自多场重大战争、中东地区不断升级的冲突、南海地区的紧张局势升高、较低的GDP增长率或经济衰退、更低的利率期货、资本市场的波动、通胀以及保险保费率的变化；
•因为错误和疏漏、违反受信义务或其他针对我们作为经纪人或投资顾问的索赔或调查，包括与我们的投资业务执行交易的及时性有关的索赔而产生的诉讼或调查影响。
•勒索软体、供应链和其他形式的网络攻击日益普遍，可能会干扰我们的运营，或我们第三方供应商的运营。, 并导致机密客户或公司信息的披露；
•遵守法律和法规，包括国内和国际制裁体制、反腐败法案（如美国《外国腐败行为法》、英国反贿赂法）、网络安全概念、数据隐私和人工智能规定对财务和运营的影响；
•我们有能力吸引、留住和培养领先行业的人才；
•我们在各个业务领域中有效竞争并适应竞争压力的能力，包括来自于去中介化，以及技术变革、数位破坏和人工智能等其他类型创新。
•我们有能力处理潜在利益冲突的能力，包括我们向客户提供服务与另一客户或我们自身的利益相冲突或被认为存在冲突的情况；
•对于税法、指导和解读等的变化所产生的影响，例如实施组织经济合作与发展的国际税务框架，或者在当前全球税务环境中，税务机构提出挑战的数量增加；
•涉及保险投放活动和保险公司营业收入来源所带来的监管、合约和声誉风险；以及
•我们成功整合或实现McGriff收购的预期收益的能力。
上述识别的因素并不是穷尽的。Marsh & McLennan Companies, Inc.及其合并子公司（以下简称"公司"）在一个动态的业务环境中运营，其中新风险经常出现。因此，我们警告读者不要过分依赖任何前瞻性陈述，其仅基于目前我们获得的信息并仅于其制作之日讲。公司不承担将任何前瞻性声明更新或修订以反映其制作日期之后出现的事件或情况的义务。
有关本公司的更多信息，包括可能对我们营运结果和财务状况产生重大影响的因素信息，均包含在本公司提交给证券交易委员会的申报文件中，其中包括「风险因素」部分和本季度报告表格10-Q的「管理层的财务状况和营运结果论」部分，以及我们最近提交的年度报告表格10-K。
2

目 录
 
项目1。
基本报表 （未经核数）
项目2。
的运作
项目 3。
项目 4。
ITEm 1.
项目 1A。
项目2。
项目 3。
项目 4。
项目 5。
项目 6。

3

部分I. 财务信息
项目1。基本报表。
MARSH& McLENNAN公司及其子公司
综合利润表
(未经审计)
三个月之内结束
2021年9月30日		九个月结束
2021年9月30日
（以百万计，每股数据除外）2024202320242023
营业收入$5,697 $5,382 $18,391 $17,182 
支出：
薪酬和福利3,442 3,287 10,366 9,831 
其他营业费用1,147 1,099 3,350 3,172 
营业费用4,589 4,386 13,716 13,003 
营业利润1,108 996 4,675 4,179 
其他净利益贷方68 62 201 180 
利息收入12 16 61 40 
利息支出(154)(145)(469)(427)
投资收益1 1 3 6 
税前收入1,035 930 4,471 3,978 
所得税费用283 192 1,155 941 
非控股权益前净利润752 738 3,316 3,037 
净利润归属于非控制权益5 8 44 37 
净利润归属于公司$747 $730 $3,272 $3,000 
公司可归属每股净利润：
- 基本$1.52 $1.48 $6.65 $6.07 
– 摊薄$1.51 $1.47 $6.59 $6.01 
平均流通在外股份数：
- 基本492 494 492 494 
– 摊薄496 499 496 499 
9月30日的股票实际流通量,491 493 491 493 
附注是这些未经审计财务报表的组成部分。
4

美国麦肯公司及其子公司
综合收益综合表
(未经审计)
三个月之内结束
2021年9月30日		九个月结束
2021年9月30日
（以百万计）
2024202320242023
非控股权益前净利润$752 $738 $3,316 $3,037 
税前其他全面收益(亏损):
外币翻译调整661 (473)389 (131)
(亏损) 与养老金/退休计划相关的收益(173)107 (105)(13)
税前其他综合收益（亏损）488 (366)284 (144)
其他综合亏损上的所得税（利益）支出(49)39 (21)2 
其他综合收益（亏损），净额537 (405)305 (146)
综合收益1,289 333 3,621 2,891 
减：归属于非控股权益的综合收益5 8 44 37 
公司可归因于综合收益$1,284 $325 $3,577 $2,854 
随附注解是这些未经审核的合并报表不可或缺的一部分。
5

美商麦安公司及其子公司
综合资产负债表
（单位：百万，股数资料除外）(未经审计)
9月30日，
2024		2023年12月31日
资产
流动资产:
现金及现金等价物$1,798 $3,358 
以受托人身份持有的现金及现金等价物11,923 10,794 
应收帐款
佣金和费用6,783 5,806 
爱文思控股溢价及索赔102 103 
其他702 660 
7,587 6,569 
减少-信贷损失准备金(165)(151)
净应收款7,422 6,418 
其他流动资产1,143 1,178 
流动资产总额22,286 21,748 
商誉18,235 17,231 
其他无形资产2,720 2,630 
固定资产（扣除截至2023年12月31日累计折旧及摊销的$1,638 at September 30, 2024 and $1,562 ）
884 882 
与退休金相关的资产2,384 2,051 
租赁资产1,487 1,541 
递延所得税资产242 357 
其他资产1,626 1,590 
 $49,864 $48,030 
 随附注解是这些未经审核的合并报表不可或缺的一部分。
6

美商麦安公司及其子公司
综合资产负债表（续）
（单位：百万，股数资料除外）(未经审计)
9月30日，
2024		2023年12月31日
负债和权益
流动负债：
短期债务$518 $1,619 
应付帐款及应计负债3,099 3,403 
应计薪资和员工福利2,785 3,346 
当前租赁负债313 312 
应计所得税565 321 
分红派息应付款401 — 
受托人责任11,923 10,794 
流动负债总额19,604 19,795 
长期负债12,330 11,844 
养老金、发帖养老和离职后福利704 779 
长期租赁负债1,618 1,661 
错误和疏漏的责任330 314 
其他负债1,396 1,267 
合约和可能负债— — 
股权：
优先股，面额$0.01，授权股数为5,000,000股，发行且流通股数为截至2024年6月30日和2023年12月31日之184,668,188股和181,364,180股。1 面额，授权 6,000,000 股份， 无 已发行
— — 
0.011 面额，授权 1,600,000,000 股份，已发行 560,641,640 于2024年9月30日和2023年12月31日的股份
561 561 
资本公积额额外增资1,289 1,242 
保留盈余24,520 22,759 
累积其他全面损失(4,990)(5,295)
非控制权益194 179 
21,574 19,446 
减少 - 自持股，以成本计算， 69,608,340 截至2024年9月30日，持有股份。
和 68,635,498 5,421,872
(7,692)(7,076)
总股东权益13,882 12,370 
 $49,864 $48,030 
随附注解是这些未经审核的合并报表不可或缺的一部分。
7

MARSH & McLENNAN COMPANIES, INC. 及其子公司
现金流量表合并数字
(未经审计)
截至9月30日为止的九个月,
（以百万计）
20242023
营运现金流:
非控制权益前的净利润$3,316 $3,037 
调整以协调净利润提供的营运:
固定资产和资本化软体的折旧和摊销276 270 
无形资产摊薄269 257 
非现金租赁费用206 215 
与条件性将来资产和负债相关的调整和支付(69)(19)
投资净收益— (6)
资产处分净（收益）损失(18)18 
股份基于薪酬的支出283 273 
资产及负债的变动：
净应收款(821)(670)
其他资产(45)(98)
应计薪资和员工福利(582)(458)
税项费用提拨，扣除付款和退款233 242 
超出当年信用额的退休金和其他福利计划捐款(262)(246)
其他负债(211)(103)
租赁负债(229)(237)
经营活动提供的净现金2,346 2,475 
筹资现金流动：
库藏股份的购买(900)(900)
发行有效期超过90天的商业票据— 146 
偿还超过90天到期的商业本票— (146)
债务发行所得款项988 2,170 
还款(1,613)(12)
支付桥接贷款承诺费(23)— 
购买非控制权益(5)(139)
留存股份用于颁发单位税款-库藏股(177)(145)
从库藏股中发行普通股221 165 
支付收购的递延和待定交易对价(91)(187)
处分待计及应计代付的款项收入3 2 
非控制权益的分配(29)(18)
分红派息(1,110)(944)
受益人负债的变动916 1,223 
筹资活动提供的(使用)现金净额(1,820)1,215 
投资现金流量：
资本支出(240)(296)
购买长期投资(18)(44)
长期投资销售17 18 
处置项目106 (18)
收购，除了现金及在受托人身掌控的现金外 (1,042)(619)
其他，净额1 16 
投资活动中的净现金流出(1,176)(943)
汇率变动对现金、现金等价物和在受托人身掌控的现金及现金等价物的影响219 (120)
现金、现金等价物及在受托人身掌控的现金及现金等价物的(减少)/增加(431)2,627 
期初现金、现金等价物及在受托人身掌控的现金及现金等价物14,152 12,102 
期末现金、现金等价物及受托管理的现金及现金等价物$13,721 $14,729 
以受托人身份持有的现金、现金等价物及现金及现金等价物的对账表，与综合资产负债表对应
截至9月30日的余额，
20242023
（以百万计）
现金及现金等价物$1,798 $2,901 
以受托人身份持有的现金及现金等价物 11,923 11,828 
在受托人身份下持有的总现金、现金等价物和现金及现金等价物$13,721 $14,729 
附带的附注是这些未经审核的综合报表的重要组成部分。
8

美商麦安公司及其子公司
综合权益变动表
(未经审计)
截至三个月
九月三十日,		九个月结束
九月三十日,
(以百万计，每股数据除外)
2024202320242023
普通股票
期初与期末结余$561 $561 $561 $561 
股本溢价
期初余额$1,197 $1,074 $1,242 $1,179 
应计股票补偿成本的变动84 74 (41)(27)
根据股票补偿计划和员工购股计划发行股票8 2 88 68 
购入非控股权益— — — (70)
期末账面$1,289 $1,150 $1,289 $1,150 
留存盈余
期初余额$24,578 $21,980 $22,759 $20,301 
净利润归属公司747 730 3,272 3,000 
宣告的分红派息等价物(3)(1)(10)(9)
宣告的分红派息 (802)(702)(1,501)(1,285)
期末账面$24,520 $22,007 $24,520 $22,007 
累积其他综合亏损
期初余额$(5,527)$(5,055)$(5,295)$(5,314)
其他全面收入（损失），税后净额537 (405)305 (146)
期末账面$(4,990)$(5,460)$(4,990)$(5,460)
库藏股
期初余额$(7,442)$(6,599)$(7,076)$(6,207)
根据股票补偿计划及员工股票购买计划发行股份50 47 284 255 
库藏股份的购买(300)(300)(900)(900)
期末账面$(7,692)$(6,852)$(7,692)$(6,852)
非控股利益
期初余额$198 $178 $179 $229 
归属于非控制权益的净利润5 8 44 37 
获得的非控制性净利益— — — (69)
分配及其他变更(9)(6)(29)(17)
期末账面$194 $180 $194 $180 
总股本$13,882 $11,586 $13,882 $11,586 
每股宣布的分红派息$1.63 $1.42 $3.05 $2.60 
随附注解是这些未经审核的合并报表不可或缺的一部分。
9

美商麦安公司及其子公司
合并财务报表附注
(未经审计)
1.     业务性质
全球专业服务公司Marsh & McLennan Companies, Inc.及其合并子公司（以下简称「公司」）依据所提供的不同服务而组织。根据这种架构，公司的 两 业务部门包括风险和保险服务以及咨询。
风险与保险服务部门（"RIS"）包括风险管理活动（风险咨询、风险转移、风险控制和减缓方案）以及保险和再保险经纪和服务，针对业务、公共实体、保险公司、协会、专业服务机构和私人客户。公司通过Marsh和Guy Carpenter在此部门开展业务。Marsh为商业和消费客户提供数据驱动型的风险咨询服务和保险解决方案。Guy Carpenter研发先进的风险、再保险和资本策略，帮助客户盈利增长并追求新兴机会。
咨询板块包括健康、财富和职业建议、解决方案和产品，以及专业的管理、战略、经济和品牌咨询服务。该公司通过美世和奥利华·怀曼集团在此板块开展业务。美世提供建议和技术驱动的解决方案，帮助组织重新定义工作的未来，重塑养老和投资成果，并为变化中的劳动力解锁健康和福祉。奥利华·怀曼集团作为私营部门和政府客户的关键战略、经济和品牌顾问。
2.     合并原则及其他事项
本公司根据证券交易委员会的规则和条例准备了本合并基本报表。在临时文件中，根据该等规则和条例，通常包含在按照美国通用会计原则编制的基本报表中的某些信息和披露已被省略。本公司相信所提供的信息和披露足以使这些信息和披露不具误导性。这些合并基本报表应与本公司的年度报告表10-K中包含的合并基本报表及其附注一并阅读，该年度报告的截止日期为2023年12月31日（"2023年表10-K"）。
附带的合并基本报表包括所有全资及控股子公司。所有重大相关公司的交易和余额均已被抵销。
此处包含的财务资讯反映了所有经常性调整，根据管理层的意见，这些调整对于公正呈现截至2024年和2023年9月30日止的公司合并基本报表是必要的。
编制合并基本报表需要管理阶层对在财务报表日期的资产和负债金额以及资产和负债揭露进行估计和假设，以及在报告期间的营业收入和支出金额。
公司会持续评估其估算、判断及方法论。这些估算是基于历史经验及公司认为合理的各种其他假设。
这些事项包括:
•营业收入的估算;
•减值测评和费用；
•长期资产的回收能力；
•疏漏责任
•递延税款资产、不确定税务立场和所得税费用；
•基于股份及奖励的补偿费用；
•关于应收账款的预期信用亏损准备金额；
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•赋予长寿资产的使用年限，以及折旧和摊销；和
•有关收购或处分的应收或应付的待定条件考虑的公允价值估计。
本公司认为这些估计是合理的，基于当前可得资讯。公司也考虑了宏观经济因素可能产生的影响，包括来自多场重大战争、中东地区不断升级的冲突和南中国海区域局势紧张、GDP增长放缓或经济衰退、利率降低、资本市场波动、通货膨胀以及保险保费率的变化对其各行业和地区的客户均具有影响。受变量因素影响的保险风险须承受中期和期末调整，以及保单审核，这可能会减少保费和相应佣金。根据内部和行业特定的经济数据更新了估计数据。实际结果可能与这些估计数据有所不同。
现金及约当现金
现金及现金等价物主要包括存款凭证和定期存款，原始到期日为三个月或以下，以及货币市场基金。公司的现金及现金等价物估计公允价值大致等于其账面价值。公司需要保持主要与美国以外的监管要求相关的营运资金，或者作为自保保险安排下的担保。 截至2024年9月30日，公司保持了$507 百万美元486 百万美元，截至2023年12月31日，与这些监管要求相关。
应收账款信用损失准备
The Company’s policy for providing an allowance for credit losses on its accounts receivable is based on a combination of factors, including historical write-offs, aging of balances, and other qualitative and quantitative analyses. The charge related to expected credit losses was not material to the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023, respectively.
Investments
合并损益表中的"投资收益"一栏包括已实现和未实现的投资收益和亏损，这些收益和亏损已在收益中承认。如果适用，它还包括除了证券价值暂时性下降之外，具有可明确确定公允价值的股权投资的按市价评估增加或减少，以及公司在私人股权投资基金中的股权法收益或亏损。
本公司持有若干股权投资基金的投资。对股权投资基金的投资按照股权法会计处理，并一致应用。 三个月 该滞后期根据从滞后期到本公司报告日期的任何已知重大变化进行调整。基础股权投资基金遵循投资公司会计，该基金内的投资按公允价值列示。投资的投资收益或损失会根据其所占基金公允价值变动的比例部分记录在收益中。根据股权法会计处理的投资已包含在合并资产负债表的其他资产中。
该公司截至2024年9月30日的三个月和九个月录得净投资收入为$1 百万美元和$3 百万，与去年同期的净投资收入$1 百万美元和$6 百万相比，各自有所不同。
所得税
截至2024年9月30日的三个月内，本公司的有效税率为 27.3%，与 20.6%相较于2023年同期。截止2024年及2023年9月30日的九个月内的有效税率为 25.8%及 23.7
每个期间的税率反映了离散税项的影响，例如与股份基础补偿相关的额外税收利益、通过的税法、对不确定税务地位的变更、递延税务调整、与收购相关的有条件对价的非课税调整，以及某些税收抵免和属性的估值备抵。截止2024年9月30日的三个月和九个月的税率反映了英国（U.k.）公司所得税税率从19%更改为25%的法案改变，此法案自2023年4月1日起生效。2023年的英国法定税率为23.5%。


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有关股份报酬的超额税收优惠，是截至2024年和2023年九个月的最重要离散项目，使有效税率降低 1.3%及 1.2百分之%s及%s。截至2024年和2023年九个月的有效税率下降 0.3%及 1.0，分别为%。
2023年第三季，公司释出与非美国业务递延税资产实现性相关的估值准备，金额为$48百万，作为个别税收益，主要是由于业务持续盈利。这是截至2023年9月30日三个月中最重要的个别项目，将有效税率降低 4.8%。截至2023年9月30日止九个月，有效税率的降低为 1.1%.
公司的税率反映了其收入、法定税率以及在其运营的各个管辖区的税务规划。在确定年度有效税率和评估不确定税务状况时，需要重大判断。一般而言，一个管辖区的损失无法抵消另一个管辖区的收益，并且在某些管辖区的盈利和损失之间可能无法相互抵消。因此，在某些管辖区的损失可能需要进行评价准备，影响有效税率，这取决于对相关递延税资产可实现性的估计。税率也对未确认税收利益的变化敏感，包括已结案税务审计和过期的时效限制的影响。
公司报告了一项责任，该责任源于在税务申报中采取或预计采取的不确定税务据点所导致的未认列税收利益。公司的毛未认列税收利益为$122200万美元，以及截至2023年9月30日的$124百万美元于2023年12月31日。很可能未认列税收利益的总金额在未来十二个月内可能降低多达约$66百万美元，这是由于解决稽核和时效性期限到期可能在2024年第三季度，公司收到了英国税务机构关于其2016-2020年审核的结案通知和评估，不允许某些利息支出扣除。公司已就这些评估提出上诉，通过诉讼或替代争议解决方式解决此问题可能需要几年的时间。公司认为税务事项的解决不会对公司的合并财务状况产生实质影响。然而，税务事项的不利解决对公司的净利润或现金流以及其特定未来期间的有效税率可能产生实质影响。
税法、裁决、政策或相关法律与规范的 财报解读 变化时常发生，可能对我们的有效税率产生显著的有利或不利影响。在2021年，经济合作与发展组织（"OECD"）发布了针对15% 全球货币 最低税的模型规则，称为第二支柱。第二支柱目前已在公司运营的大多数主要非美国管辖区内生效，包括英国和爱尔兰。这一最低税自2024年起被视为期间成本，对公司当前期间的财务运营结果不会产生实质影响。公司正在监测立法进展，以及那些已立法国家的进一步指导。我们预计在2024年还会有更多的立法活动和行政指导。
重组成本
与重组活动相关的费用依据适用的会计指导原则进行确认，包括处理或退出活动的会计、涉及房地产租约的使用权资产（"ROU"）的减值指导，以及因加速折旧或摊销租赁改善及其他财产和设备而产生的其他费用。
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 ROU 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 ROU 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 ROU asset is determined based on the present value of the estimated net cash flows related to the property. Contractual costs outside of the ROU asset are recognized based on the net present value of expected future cash outflows for which the Company will not receive any benefit.
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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 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.
Foreign Currency
The financial statements of our international subsidiaries are translated from functional currency to U.S. dollars using month-end exchange rates for assets and liabilities, and average monthly exchange rates during the period for revenues and expenses. Translation adjustments are recorded in accumulated other comprehensive income (loss) ("AOCI") within the consolidated statements of equity. Foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in operating income in the consolidated statements of income.
3.     营业收入
营业收入认识指引的核心原则是，企业应该认识收入以反映将承诺的商品或服务转让给客户，金额应反映企业预期应得作为对那些商品或服务的交换。
为了实现这个原则，实体遵循以下步骤：确定与客户的合同，确认合同中的履行义务，判断交易价格，将交易价格分配给合同中的履行义务，并在实体满足一项履行义务时（或根据情况）确认营业收入。根据会计指引，履行义务根据所提供的产品或服务的性质以及与客户的具体合同条款，可以在「时间点」或「逐步」两种方式下来履行。
营业收入中包括的其他收入，不是来自与客户的合同，占总收入的比例不超过%，并不作为单独的项目呈现。 1总收入中未来自与客户合同的其他收入占比%，也不以单独行项目呈现。
本公司的营业收入政策在2023年10-K表格的附注2中有更详细的说明。
下表细分了公司的各项营业收入元件：
截至三个月
九月三十日,		九个月结束
九月三十日,
（以百万计）2024202320242023
Marsh：
欧洲、中东和非洲$747 $692 $2,684 $2,482 
亚洲太平洋 342 311 1,069 980 
拉丁美洲134 134 396 386 
国际总计1,223 1,137 4,149 3,848 
美国/加拿大1,711 1,563 5,053 4,634 
玛仕总额2,934 2,700 9,202 8,482 
Guy Carpenter381 359 2,161 2,006 
小计3,315 3,059 11,363 10,488 
受托人利息收入138 131 385 330 
总风险和保险服务$3,453 $3,190 $11,748 $10,818 
梅赛尔：
财富 $625 $635 $1,909 $1,853 
健康520 496 1,605 1,559 
职涯307 294 742 731 
梅赛尔总体1,452 1,425 4,256 4,143 
奥利弗·怀曼集团810 781 2,436 2,266 
咨询总体$2,262 $2,206 $6,692 $6,409 
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以下表格提供来自客户合约的合约资产和合约负债资讯：
（以百万计）2024年9月30日2023年12月31日
合同资产$433 $357 
合同负债$864 $869 
公司在对代价的权利条件无条件，仅受时间流逝影响时，登记应收帐款。合同资产主要与配额再保券商和有条件保险公司营业收入有关。公司无权就配额再保券商的营业收入开立帐单和收取，直到原保险人签订的基础保单附睬条约。与成交量或损失比率指标达标相关的预计营业收入，在所有相关保单放置完成且条件解决前，均无法开立帐单或收取。
合同资产包括在公司合并资产负债表中的其他流动资产。合同负债主要与从客户收到的预付款有关。合同负债包括在公司合并资产负债表的流动负债中。截至2024年9月30日结束的三个月和九个月内确认的营收，该营收包括了每个期间开始时在合同负债余额中的营收，分别为$149 百万美元和$730 百万，分别相对于前一年同期的营收$187 百万美元和$698 百万。
截至2024年9月30日止的三个月及九个月内，因履行在以往期间满足的业务义务所确认的营业收入金额，主要来自于与保险公司签署的合约中的变量报酬、配额分享业务及之前被视为受限的顾问合约，该金额为$18 百万美元和$61 可比的前一年期间分别为$百万和$百万。20 百万 和$64 百万，分别对应于前一年相应期间。
本公司采用实务简化措施，不披露未满足的履约义务的价值，适用于（1）原始合约期限为一年或更短的合约，及（2）公司有权对已提供服务开具发票的合约。
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4.     信托资产与负债
该公司作为保险经纪人或代理人，通常向被保险人收取保险费，并在扣除佣金后，将保险费支付给各自的保险承保人。该公司还代表被保险人向承保人收取索赔或退还款项。未支付的保险费和索赔款项由该公司以受托责任的方式持有。该公司的受托资产主要包括银行或短期定期存款以及流动货币市场基金，这些都被归类为现金及现金等价物。由于以受托责任持有的现金及现金等价物无法用于企业用途，因此在合并资产负债表中以受托责任持有的现金及现金等价物单独列示，且在流动负债中有相应的金额。
风险和保险服务营业收入包括截至2024年9月30日为止的三个月和九个月的受托资产利息$138 百万美元和$385 三个月和九个月截至2024年9月30日的营业收入为$百万, 分别为$131 百万美元和$330 百万用于
截至2023年9月30日的三个月及九个月, 分别。
Net uncollected premiums and claims and the related payables were $15.6 billion at September 30, 2024, and $13.8 billion at December 31, 2023. 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 CalculationThree Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions, except per share data)2024202320242023
Net income before non-controlling interests$752 $738 $3,316 $3,037 
Less: Net income attributable to non-controlling interests5 8 44 37 
Net income attributable to the Company$747 $730 $3,272 $3,000 
Basic weighted average common shares outstanding492 494 492 494 
Dilutive effect of potentially issuable common shares4 5 4 5 
Diluted weighted average common shares outstanding496 499 496 499 
Average stock price used to calculate common stock equivalents$222.13 $191.66 $209.06 $178.64 
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6.    Supplemental Disclosures to the Consolidated Statements of Cash Flows
The following table provides additional information concerning acquisitions, interest and income taxes paid for the nine months ended September 30, 2024 and 2023:
(In millions)20242023
Assets acquired, excluding cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity$1,310 $760 
Fiduciary liabilities assumed(8)(14)
Liabilities assumed(84)(98)
Contingent/deferred purchase consideration(176)(29)
Net cash outflow for acquisitions $1,042 $619 
(In millions)20242023
Interest paid$538 $427 
Income taxes paid, net of refunds$922 $699 
The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt or payment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).
The following amounts are included in the consolidated statements of cash flows as operating and financing activities:
For the Nine Months Ended September 30,
(In millions)20242023
Operating:
Contingent consideration payments for prior year acquisitions$(90)$(41)
Receipt of contingent consideration for dispositions— 1 
Acquisition/disposition related net charges for adjustments21 21 
Adjustments and payments related to contingent consideration$(69)$(19)
Financing:
Contingent consideration for prior year acquisitions $(73)$(135)
Deferred consideration related to prior year acquisitions (18)(52)
Payments of deferred and contingent consideration for acquisitions$(91)$(187)
Receipts of contingent consideration for dispositions$1 $2 
The Company had non-cash issuances of common stock in accordance with its share-based payment plan of $328 million and $304 million for the nine months ended September 30, 2024 and 2023, respectively.
The Company recorded share-based compensation expense related to restricted stock units, performance stock units and stock options of $90 million and $283 million for the three and nine months ended September 30, 2024, respectively, and $82 million and $273 million for the three and nine months ended September 30, 2023, respectively.
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7.    Other Comprehensive (Loss) Income
The changes, net of tax, in the balances of each component of AOCI for the three and nine months ended September 30, 2024 and 2023, including amounts reclassified out of AOCI, are as follows:
(In millions)
Pension/Post-Retirement Plans Gains (Losses)
Foreign Currency Translation
Adjustments
Total
Balance at July 1, 2024
$(3,050)$(2,477)$(5,527)
Other comprehensive (loss) income before reclassifications(135)668 533 
Amounts reclassified from accumulated other comprehensive income
4 — 4 
Net current period other comprehensive (loss) income(131)668 537 
Balance at September 30, 2024 (a)
$(3,181)$(1,809)$(4,990)
(In millions)
Pension/Post-Retirement Plans Gains (Losses)
Foreign Currency Translation
Adjustments
Total
Balance at July 1, 2023
$(2,811)$(2,244)$(5,055)
Other comprehensive income (loss) before reclassifications76 (485)(409)
Amounts reclassified from accumulated other comprehensive income
4 — 4 
Net current period other comprehensive income (loss) 80 (485)(405)
Balance at September 30, 2023 (a)
$(2,731)$(2,729)$(5,460)
(a)At September 30, 2024 and 2023, balances are net of deferred tax assets in pension and post-retirement plans gains (losses) of $1.5 billion and $1.3 billion, respectively.
(In millions)
Pension/Post-Retirement Plans Gains (Losses)
Foreign Currency Translation
Adjustments
Total
Balance at January 1, 2024
$(3,101)$(2,194)$(5,295)
Other comprehensive (loss) income before reclassifications(93)385 292 
Amounts reclassified from accumulated other comprehensive income
13 — 13 
Net current period other comprehensive (loss) income (80)385 305 
Balance at September 30, 2024 (a)
$(3,181)$(1,809)$(4,990)
(In millions)
Pension/Post-Retirement Plans Gains (Losses)
Foreign Currency Translation
Adjustments
Total
Balance at January 1, 2023
$(2,721)$(2,593)$(5,314)
Other comprehensive (loss) income before reclassifications(20)(136)(156)
Amounts reclassified from accumulated other comprehensive income
10 — 10 
Net current period other comprehensive (loss) income(10)(136)(146)
Balance at September 30, 2023 (a)
$(2,731)$(2,729)$(5,460)
(a)At September 30, 2024 and 2023, balances are net of deferred tax assets in pension and post-retirement plans gains (losses) of $1.5 billion and $1.3 billion, respectively.

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The components of other comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023 are as follows:
Three Months Ended September 30,
20242023
(In millions)Pre-TaxTax Net of TaxPre-TaxTax (Credit)Net of Tax
Foreign currency translation adjustments$661 $(7)$668 $(473)$12 $(485)
Pension/post-retirement plans:
Amortization of (gains) losses included in net benefit (credit) cost:
Net actuarial losses (a)
6 2 4 5 1 4 
Subtotal6 2 4 5 1 4 
Foreign currency translation adjustments (180)(44)(136)102 26 76 
Effect of settlement 1 — 1 — — — 
Pension/post-retirement plans (losses) gains (173)(42)(131)107 27 80 
Other comprehensive income (loss)$488 $(49)$537 $(366)$39 $(405)
(a) 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.
Nine Months Ended September 30,
20242023
(In millions)Pre-TaxTax Net of TaxPre-TaxTax (Credit)Net of Tax
Foreign currency translation adjustments$389 $4 $385 $(131)$5 $(136)
Pension/post-retirement plans:
Amortization of (gains) losses included in net benefit (credit) cost:
Prior service credits (a)
(1)— (1)(1)— (1)
Net actuarial losses (a)
19 5 14 15 4 11 
Subtotal18 5 13 14 4 10 
Foreign currency translation adjustments (124)(30)(94)(20)(5)(15)
Effect of settlement 1 — 1 — — — 
Other adjustments— — — (7)(2)(5)
Pension/post-retirement plans (losses) gains(105)(25)(80)(13)(3)(10)
Other comprehensive income (loss)$284 $(21)$305 $(144)$2 $(146)
(a) 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.
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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 relationships, developed technology, trademarks and non-compete agreements. The valuation of purchased intangible assets involves significant estimates and assumptions. The Company estimates the fair value of purchased intangible assets, primarily using the income approach, by determining the present value of future cash flows over the remaining economic life of the respective assets. The significant estimates and assumptions used in this approach include the determination of the discount rate, economic life, future revenue growth rates, expected account attrition rates and earnings margins. 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 8 acquisitions for the nine months ended September 30, 2024:
•January – Marsh acquired NOSCO Insurance Service Company Ltd., a Japan-based insurance broker that provides affinity type schemes, corporate and personal lines insurance.
•March – Marsh & McLennan Agency ("MMA") acquired Louisiana-based insurance brokers, Querbes & Nelson ("Q&N") and Louisiana Companies. Q&N offers business insurance, employee benefits, and alternative risk financing consulting to a variety of businesses with specific expertise in energy services, commercial contractors, and transportation. Louisiana Companies provides business and personal lines insurance to businesses and individuals with specific expertise in the construction, manufacturing, distributor, healthcare, and hospitality industries.
•May – MMA acquired AC Risk Management, a New York-based commercial lines insurance broker primarily offering property and casualty insurance to businesses with a focus on the construction industry; Perkins Insurance Agencies LLC, a Texas-based insurance broker providing commercial property and casualty and personal lines coverage to businesses, non-profits and families with expertise in the oil and gas, trucking, farm and ranch and restaurant industries; and Fisher Brown Bottrell Insurance, Inc. ("FBBI"), a Mississippi-based insurance broker providing commercial property and casualty insurance, surety and employee benefits services to businesses and individuals.
•July – MMA acquired AmeriStar Agency Inc., a Minnesota-based insurance broker offering insurance coverage solutions to high-net-worth individuals and commercial clients; and Hudson Shore Group, a New Jersey-based public and private sector employee benefits broker, that specializes in public sector clients providing employee benefits, consulting, and administrative services with a focus on large group and alternative-funded benefits programs.
•August – MMA acquired The Horton Group, Inc. ("Horton Group"), an Illinois-based insurance broker that offers property and casualty insurance, employee benefits consultation, and personal lines coverage to businesses and individuals.
The Consulting segment completed 5 acquisitions for the nine months ended September 30, 2024:
•February – Oliver Wyman Group acquired SeaTec Consulting Inc., a Georgia-based firm that provides consulting, engineering, and digital expertise across the aviation, aerospace and defense, and transportation industries.
•March – Mercer acquired Vanguard's Institutional Advisory Services business unit ("Vanguard"), a Pennsylvania-based outsourced chief investment officer ("OCIO") business, that provides investment management services for not-for-profit organizations and other institutional investors in the U.S. Mercer also acquired The Talent Enterprise, a United Arab Emirates-based psychometric and talent assessment technology company, that provides talent assessment tools and talent capability development solutions. Oliver Wyman Group acquired Innopay NL B.V., a Netherlands-based consultancy firm that delivers strategy, scheme development, and execution in the domain of digital payments, open finance, digital identity and data sharing.
•July – Oliver Wyman Group acquired Veritas Total Solutions, a Texas-based commodity trading advisory firm with expertise in risk, systems, analytics and artificial intelligence.
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Total purchase consideration for acquisitions made for the nine months ended September 30, 2024 was $1.3 billion, which consisted of cash paid of $1.1 billion and deferred and estimated contingent purchase consideration of $176 million. Contingent purchase consideration arrangements are generally based on earnings before interest, tax, depreciation and amortization ("EBITDA") or revenue targets over a period of 2 to 4 years. The fair value of contingent purchase consideration was based on projected revenue and earnings of the acquired entities.
For the nine months ended September 30, 2024, the Company also paid $18 million of deferred purchase consideration and $163 million of contingent purchase consideration related to prior year acquisitions. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment until purchase accounting is finalized.
The following table presents the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed in 2024, based on the estimated fair values for the acquisitions as of their respective acquisition dates. Amounts in the table primarily reflect the impact of the Horton Group and FBBI acquisitions.
Acquisitions through September 30, 2024
(In millions)
Cash$1,078 
Estimated fair value of deferred/contingent purchase consideration176 
Total consideration$1,254 
Allocation of purchase price:
Cash and cash equivalents$28 
Cash and cash equivalents held in a fiduciary capacity8 
Net receivables67 
Other current assets30 
Goodwill826 
Other intangible assets371 
Fixed assets, net5 
Right of use assets9 
Other assets2 
Total assets acquired1,346 
Current liabilities29 
Fiduciary liabilities8 
Other liabilities55 
Total liabilities assumed92 
Net assets acquired$1,254 
The purchase price allocation for assets acquired and liabilities assumed is based on estimates that are preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments must be finalized during the measurement period, 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.
Items subject to change include:
•amounts of intangible assets, fixed assets, capitalized software assets and right-of-use assets, subject to finalization of valuation efforts;
•amounts for contingencies, pending the finalization of the Company’s assessment of the portfolio of contingencies;
•amounts for deferred tax assets and liabilities, pending the finalization of valuations of the assets acquired, liabilities assumed and associated goodwill; and
•amounts for income tax assets, receivables and liabilities, pending the filing of the acquired companies' pre-acquisition income tax returns and receipt of information from taxing authorities which may change certain estimates and assumptions used.
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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 table provides information about other intangible assets acquired in 2024:
Other intangible assets through September 30, 2024
(In millions)
AmountWeighted Average Amortization Period
Client relationships$349 12.3 years
Other22 2.8 years
Total other intangible assets$371 
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 and nine months ended September 30, 2024 include revenue of approximately $82 million and $144 million, respectively, and operating losses of $2 million and $5 million, respectively, for acquisitions made in 2024. The consolidated statements of income for both the three and nine months ended September 30, 2023, include revenue of approximately $50 million and $91 million respectively, and operating income of $5 million and $14 million for acquisitions made in 2023.
The Company incurred approximately $20 million and $49 million of acquisition related expenses for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2023, the Company incurred integration costs of $5 million and $32 million, respectively, for the acquisition of Westpac Banking Corporation's ("Westpac") financial advisory business, Advance Asset Management, and the transfer from Westpac of BT Financial Group's personal corporate pension funds to the Mercer Super Trust managed by Mercer Australia (referred to collectively, as the "Westpac Transaction"). The expenses for the Westpac Transaction related primarily to technology, consulting, legal and people related costs. Acquisition and integration costs are included in other operating expenses in the Company's consolidated statements of income.
Pending Acquisition
On September 30, 2024, the Company announced that it had reached an agreement to acquire McGriff Insurance Services, LLC ("McGriff"), an affiliate of TIH Insurance Holdings (the "Transaction"). McGriff is an insurance broking and risk management services provider in the U.S. Under the terms of the Transaction, the Company will acquire McGriff for an aggregate purchase price of $7.75 billion in cash consideration, funded by a combination of cash proceeds and debt financing. In conjunction with the Transaction, the Company expects to assume a deferred tax asset valued at approximately $500 million. The Transaction is targeted to close by the end of 2024, subject to regulatory clearance and other standard closing conditions.
Dispositions
On January 1, 2024, the Company sold its Mercer U.K. pension administration and U.S. health and benefits administration businesses for approximately $114 million and recorded a net gain of $21 million, which is included in revenue in the consolidated statements of income.
As part of the disposition of the businesses, the Company incurred exit costs of $18 million in the first quarter of 2024. These costs are included in expenses in the Company's consolidated statements of income.
Prior year acquisitions
The Risk and Insurance Services segment completed 9 acquisitions in 2023:     
•May – Marsh acquired Austral Insurance Brokers Pty Ltd, an Australia-based insurance broker that provides risk advice services and business insurance solutions in the labor hire, mining services, transport, manufacturing, agribusiness, retail and professional services sectors.
•June – Guy Carpenter acquired Re Solutions, an Israel-based reinsurance broker with actuarial and analytics capabilities and solutions, including an extensive facultative reinsurance offering, and MMA acquired SOLV Risk Solutions, LLC, a Texas-based risk management advisory services firm.


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•July – MMA acquired Integrity HR, Inc., a Kentucky-based human resources consulting firm and Trideo Systems, an Illinois-based risk management information systems provider for health care organizations, and Marsh acquired Asprose Corredora de Seguros, a Costa Rica-based insurance broker that provides insurance brokerage and risk advisory services to commercial organizations.
•August – MMA acquired Graham Company, a Pennsylvania-based risk management consultancy and insurance and employee benefits broker, specializing in construction, real estate, manufacturing and distribution, health and human services and professional services.
•September – MMA acquired Blue Water Insurance LLC, a Kentucky-based employee health and benefits insurance broker.
•November – Marsh acquired HIG Australia Holdco Pty Ltd ("Honan Insurance Group"), an Australia-based insurance broker in the areas of corporate risk, employee benefits, and strata and real estate insurance.
The Consulting segment completed 5 acquisitions in 2023:
•March – Mercer acquired Leapgen LLC, a Minnesota-based human resources consulting technology advisory firm focused on digital strategy and transformation, workforce solutions, and improving employee experience.
•April – Mercer acquired Westpac Banking Corporation’s ("Westpac") financial advisory business, Advance Asset Management, and completed the transfer from Westpac of BT Financial Group's personal and corporate pension funds to the Mercer Super Trust managed by Mercer Australia (referred to collectively, as the "Westpac Transaction"). Oliver Wyman Group acquired the business of Gorman Actuarial, Inc., a Massachusetts-based life and health actuarial consultant business.
•July – Oliver Wyman Group acquired the actuarial consulting business of ISC Strategies Consulting, Inc., a Florida-based life insurance and actuarial consulting firm.
•October – Mercer acquired BT Financial Group's Private Portfolio Management, an Australia-based wealth management business that provides investment solutions to not-for-profit organizations, high-net worth clients and their financial advisers.
Total purchase consideration for acquisitions made for the nine months ended September 30, 2023 was $711 million, which consisted of cash paid of $682 million and deferred and estimated contingent purchase consideration of $29 million. Contingent purchase consideration arrangements are generally based primarily on EBITDA or revenue targets over a period of 2 to 4 years.
For the first nine months of 2023, the Company also paid $52 million of deferred purchase consideration and $176 million of contingent purchase consideration related to acquisitions made in prior years. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized.
Prior year dispositions
In January 2023, the Company entered into an agreement for the sale of an individual financial advisory business in Canada which was completed in May 2023. As a result, the Company recorded a loss of $17 million for the nine months ended September 30, 2023, primarily related to the write-down of the customer relationship intangible assets. The loss is included in revenue in the consolidated statements of income.
In connection with the disposition of the Mercer U.S. affinity business in 2022, the Company transferred to the buyer an additional $20 million of cash and cash equivalents held in a fiduciary capacity in the first quarter of 2023.
Deconsolidation of Russia
In the third quarter of 2024, the Company obtained regulatory approval and completed its definite agreement to exit its businesses in Russia and transfer ownership to local management entered into in June 2022.
Purchase of remaining non-controlling interest
In the second quarter of 2023, the Company purchased the remaining interest in a subsidiary for $139 million.



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Pro-Forma Information
The following unaudited pro-forma financial data gives effect to the acquisitions made by the Company in 2024 and 2023. In accordance with accounting guidance related to pro-forma disclosures, the information presented for acquisitions made in 2024 is as if they occurred on January 1, 2023, and reflects acquisitions made in 2023, as if they occurred on January 1, 2022.
The unaudited pro-forma information includes the effects of amortization of acquired intangibles in all years. 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
 September 30,		Nine Months Ended
 September 30,
(In millions, except per share data)2024202320242023
Revenue$5,707 $5,494 $18,535 $17,621 
Net income attributable to the Company$755 $749 $3,309 $3,065 
Basic net income per share attributable to the Company$1.54 $1.52 $6.73 $6.20 
Diluted net income per share attributable to the Company$1.52 $1.50 $6.67 $6.14 
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 an impairment may have occurred. The Company performs the annual impairment assessment for each of its reporting units during the third quarter of each year. The reporting unit level is defined at the same level as the Company's operating segments. In accordance with applicable accounting guidance, a company can assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. Alternatively, a company may elect to proceed directly to the quantitative goodwill impairment test. In the third quarter of 2024, the Company completed a qualitative impairment assessment and concluded that goodwill was not impaired. As part of its assessment, the Company considered numerous factors, including:
•that the fair value of each reporting unit exceeds its carrying value by a substantial margin based on its most recent quantitative assessment in 2023;
•whether significant acquisitions or dispositions occurred which might alter the fair value of its reporting units;
•macroeconomic conditions and their potential impact on reporting unit fair values;
•actual performance compared with budget and prior projections used in its estimation of reporting unit fair values;
•industry and market conditions; and
•the year-over-year change in the Company’s share price.
Other intangible assets that are not deemed to have an indefinite life are amortized over their estimated lives and assessed for impairment upon the occurrence of certain triggering events in accordance with applicable accounting literature. Based on its assessment, the Company concluded that other intangible assets were not impaired. The Company had no indefinite lived intangible assets at September 30, 2024 and December 31, 2023.
Changes in the carrying amount of goodwill are as follows:
(In millions)20242023
Balance at January 1,$17,231 $16,251 
Goodwill acquired826 480 
Other adjustments (a)
178 (76)
Balance at September 30,
$18,235 $16,655 
(a) Primarily reflects the impact of foreign exchange.
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The goodwill from acquisitions in 2024 and 2023 consists 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.
The goodwill acquired in 2024 included approximately $263 million and $88 million in the Risk and Insurance Services and Consulting segments, respectively, which is deductible for tax purposes.
Goodwill allocated to the Company’s reportable segments at September 30, 2024 is $14.0 billion for Risk and Insurance Services and $4.2 billion for Consulting.
The gross cost and accumulated amortization of other identified intangible assets at September 30, 2024 and December 31, 2023 are as follows:
September 30, 2024December 31, 2023
(In millions)Gross
Cost		Accumulated
Amortization		Net
Carrying
Amount		Gross
Cost		Accumulated
Amortization		Net
Carrying
Amount
Client relationships$4,614 $1,937 $2,677 $4,337 $1,761 $2,576 
Other (a)
386 343 43 391 337 54 
Other intangible assets$5,000 $2,280 $2,720 $4,728 $2,098 $2,630 
(a) Primarily reflects non-compete agreements, trade names and developed technology.
Aggregate amortization expense for the three and nine months ended September 30, 2024 was $90 million and $269 million, respectively, compared to $85 million and $257 million, respectively, for the corresponding periods in the prior year.
The estimated future aggregate amortization expense is as follows:
For the Years Ending December 31,
(In millions)
Estimated Expense
2024 (excludes amortization through September 30, 2024)
$91 
2025337 
2026317 
2027308 
2028285 
Subsequent years1,382 
 Total future amortization$2,720 
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. 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;
24

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).
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.
Assets and liabilities measured using Level 3 inputs relate to assets and liabilities for contingent purchase consideration.
Valuation Techniques
Equity Securities, Money Market Funds and Mutual Funds – Level 1
Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued at a readily determinable price.
Contingent Purchase Consideration Assets and Liabilities – Level 3
Purchase consideration for some acquisitions and dispositions made by the Company include contingent consideration arrangements. Contingent consideration arrangements are based primarily on EBITDA or revenue targets over a period of 2 to 4 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.
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023:
Identical Assets
(Level 1)		Observable Inputs
(Level 2)		Unobservable Inputs
(Level 3)		Total
(In millions)09/30/2412/31/2309/30/2412/31/2309/30/2412/31/2309/30/2412/31/23
Assets:
Financial instruments owned:
Exchange traded equity securities (a)
$8 $5 $— $— $— $— $8 $5 
Mutual funds (a)
189 178 — — — — 189 178 
Money market funds (b)
440 606 — — — — 440 606 
Contingent purchase consideration assets (c)
— — — — — 1 — 1 
Total assets measured at fair value$637 $789 $— $— $— $1 $637 $790 
Fiduciary Assets:
Money market funds$66 $180 $— $— $— $— $66 $180 
Total fiduciary assets measured
at fair value		$66 $180 $— $— $— $— $66 $180 
Liabilities:
Contingent purchase
consideration liabilities (d)
$— $— $— $— $168 $252 $168 $252 
Total liabilities measured at fair value$— $— $— $— $168 $252 $168 $252 
(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 other receivables in the consolidated balance sheets.
(d) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets.
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The Level 3 assets in the table reflect contingent purchase consideration from the sale of businesses.
During the nine months ended September 30, 2024 and 2023, there were no assets or liabilities that were transferred between levels. The change in the contingent purchase consideration assets from December 31, 2023 is driven primarily by cash receipts of approximately $1 million.
The following table sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions)2024202320242023
Balance at beginning of period$121 $223 $252 $377 
Net additions43 5 60 9 
Payments(2)(1)(163)(176)
Revaluation impact6 4 21 21 
Other— — (2)— 
Balance at end of period$168 $231 $168 $231 
Long-Term Investments
The Company has investments in public and private companies as well as certain private equity investments that are accounted for using the equity method of accounting. The carrying value of these investments was $275 million and $266 million at September 30, 2024 and December 31, 2023, respectively.
Investments in Public and Private Companies
The Company has investments in private insurance and consulting companies with a carrying value of $74 million and $63 million at September 30, 2024 and December 31, 2023, respectively. These investments 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 $201 million and $203 million at September 30, 2024 and December 31, 2023, 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.
At September 30, 2024, the Company has commitments of potential future investments of approximately $120 million in private equity funds that invest primarily in financial services companies.
Other Investments
The Company held equity investments with readily determinable market values at September 30, 2024 and December 31, 2023, of $19 million and $16 million, respectively.
The Company also held investments without readily determinable market values of $21 million and $20 million at September 30, 2024 and December 31, 2023, respectively.
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11.    Derivatives
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. The Company designated its €1.1 billion senior note debt instruments ("Euro notes") as a net investment hedge (the "hedge") of its Euro denominated subsidiaries. The 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 hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets.
The U.S. dollar value of the Euro notes increased by $8 million through September 30, 2024 related to the change in foreign exchange rates. The Company concluded that the hedge was highly effective and recorded an increase to accumulated other comprehensive loss for the nine months ended September 30, 2024.
12.    Leases
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. The Company’s leases have no restrictions on the payment of dividends, the acquisition of debt or additional lease obligations, or entering into additional lease obligations. The leases also do not contain significant purchase options.
Operating leases are recognized on the consolidated balance sheets as ROU assets and operating lease liabilities based on the present value of the remaining future minimum payments over the lease term at commencement date of the lease. For the three and nine months ended September 30, 2024 and 2023, the Company determined that $7 million and $9 million, respectively, and $6 million and $19 million, respectively, of the ROU assets were impaired and recorded a charge to the consolidated statements of income with an offsetting reduction to ROU assets.
The following table provides additional information about the Company’s property leases:
 
Three Months Ended
September 30,		Nine Months Ended
 September 30,
(In millions)2024202320242023
Lease Cost:
Operating lease cost (a)
$84 $82 $247$243
Short-term lease cost1 1 44
Variable lease cost31 31 8594
Sublease income(2)(2)(10)(8)
Net lease cost$114 $112 $326$333
Other information:
Operating cash outflows from operating leases$278$284
Right of use assets obtained in exchange for new operating lease liabilities$135$177
Weighted average remaining lease term – real estate7.8 years8.1 years
Weighted average discount rate – real estate leases3.64 %3.28 %
(a) Excludes ROU asset impairment charges.
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Future minimum lease payments for the Company’s operating leases at September 30, 2024 are as follows:
(In millions)Real Estate Leases
2024 (excludes payments through September 30, 2024)
$95 
2025371 
2026343 
2027305 
2028229 
2029183 
Subsequent years678 
Total future lease payments2,204 
Less: Imputed interest(273)
Total$1,931 
Current lease liabilities$313 
Long-term lease liabilities1,618 
Total lease liabilities$1,931 
Note: The above table excludes obligations for leases with original terms of 12 months or less which have not been recognized as a ROU asset or liability in the consolidated balance sheets.
At September 30, 2024, the Company did not have any additional operating real estate leases that had not yet commenced.
13.    Retirement Benefits
The Company maintains qualified and non-qualified defined benefit pension plans for its U.S. and non-U.S. eligible employees. The Company’s policy for funding its tax-qualified defined benefit retirement plans is to contribute amounts at least sufficient to meet the funding requirements set forth by U.S. law and the laws of the non-U.S. jurisdictions in which the Company offers defined benefit plans.
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. PlansPension Benefits
September 30,20242023
Weighted average assumptions:
Expected return on plan assets5.44 %5.31 %
Discount rate4.95 %5.16 %
Rate of compensation increase *3.16 %3.16 %
(*) There are no rate of compensation increase assumptions for the U.S. defined benefit plans since future benefit accruals were discontinued for those plans after December 31, 2016 and earned benefits are not subject to final salary level adjustments.
The target asset allocation for the U.S. plans is 50% equities and equity alternatives, and 50% fixed income. At September 30, 2024, the actual allocation for the U.S. plans was 50% equities and equity alternatives, and 50% fixed income. The target allocation for the U.K. plans at September 30, 2024 is 13% equities and equity alternatives, and 87% fixed income. At September 30, 2024, the actual allocation for the U.K. plans was 14% equities and equity alternatives and 86% fixed income. The Company's U.K. plans comprised approximately 79% of non-U.S. plan assets at December 31, 2023. 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 uses threshold-based portfolio re-balancing to ensure the actual portfolio remains consistent with target asset allocation ranges.
The net benefit cost or credit of the Company's defined benefit plans is measured on an actuarial basis using various methods and assumptions.

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The components of the net benefit credit for defined benefit plans are as follows:
Combined U.S. and significant non-U.S. Plans
For the Three Months Ended September 30,
Pension Benefits
(In millions)20242023
Service cost$5 $7 
Interest cost146 151 
Expected return on plan assets(222)(218)
Recognized actuarial loss8 5 
Net periodic benefit credit$(63)$(55)
Settlement loss1 — 
Net benefit credit$(62)$(55)
Combined U.S. and significant non-U.S. Plans
For the Nine Months Ended September 30,
Pension Benefits
(In millions)20242023
Service cost$17 $18 
Interest cost434 449 
Expected return on plan assets(657)(645)
Amortization of prior service cost1 — 
Recognized actuarial loss23 16 
Net periodic benefit credit$(182)$(162)
Settlement loss1 — 
Net benefit credit$(181)$(162)
The following tables provide the amounts reported in the consolidated statements of income:
Combined U.S. and significant non-U.S. Plans
For the Three Months Ended September 30,
Pension Benefits
(In millions)20242023
Compensation and benefits expense$5 $7 
Other net benefit credits(67)(62)
Net benefit credit$(62)$(55)
Combined U.S. and significant non-U.S. Plans
For the Nine Months Ended September 30,
Pension Benefits
(In millions)20242023
Compensation and benefits expense$17 $18 
Other net benefit credits(198)(180)
Net benefit credit$(181)$(162)
The components of the net benefit credit for the U.S. defined benefit plans are as follows:
U.S. Plans only
For the Three Months Ended September 30,
Pension Benefits
(In millions)20242023
Interest cost$62 $65 
Expected return on plan assets(76)(78)
Recognized actuarial loss 5 5 
Net benefit credit$(9)$(8)
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U.S. Plans only
For the Nine Months Ended September 30,
Pension Benefits
(In millions)20242023
Interest cost$187 $195 
Expected return on plan assets(227)(233)
Recognized actuarial loss 15 14 
Net benefit credit$(25)$(24)
The components of the net benefit credit for the non-U.S. defined benefit plans are as follows:
Significant non-U.S. Plans only
For the Three Months Ended September 30,
Pension Benefits
(In millions)20242023
Service cost$5 $7 
Interest cost84 86 
Expected return on plan assets(146)(140)
Recognized actuarial loss3 — 
Net periodic benefit credit$(54)$(47)
Settlement loss1 — 
Net benefit credit$(53)$(47)
Significant non-U.S. Plans only
For the Nine Months Ended September 30,
Pension Benefits
(In millions)20242023
Service cost$17 $18 
Interest cost247 254 
Expected return on plan assets(430)(412)
Amortization of prior service cost1 — 
Recognized actuarial loss8 2 
Net periodic benefit credit$(157)$(138)
Settlement loss1 — 
Net benefit credit$(156)$(138)
The Company made contributions to its U.S. and non-U.S. defined benefit pension plans for the three and nine months ended September 30, 2024 of approximately $16 million and $67 million, respectively, compared to contributions of $26 million and $73 million, respectively, for the corresponding periods in the prior year. The Company expects to contribute approximately $25 million to its U.S. and non-U.S. defined benefit pension plans during the remainder of 2024.
Defined Contribution Plans
The Company maintains 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 for the three and nine months ended September 30, 2024 was $45 million and $142 million, respectively, and $45 million and $133 million, respectively, for the corresponding periods in the prior year. The cost of the U.K. DC Plans for the three and nine months ended September 30, 2024 was $39 million and $130 million, respectively, and $39 million and $120 million, respectively, for the corresponding periods in the prior year.
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14.    Debt
The Company’s outstanding debt is as follows:
(In millions)September 30,
2024		December 31, 2023
Short-term:
Current portion of long-term debt$518 $1,619 
$518 $1,619 
Long-term:
Senior notes – 3.50% due 2024
$— $600 
Senior notes – 3.875% due 2024
— 1,000 
Senior notes – 3.50% due 2025
500 499 
Senior notes – 1.349% due 2026
623 617 
Senior notes – 3.75% due 2026
599 599 
Senior notes – 4.375% due 2029
1,499 1,499 
Senior notes – 1.979% due 2030
603 601 
Senior notes – 2.25% due 2030
742 741 
Senior notes – 2.375% due 2031
397 397 
Senior notes – 5.750% due 2032
493 493 
Senior notes – 5.875% due 2033
298 298 
Senior notes – 5.400% due 2033
593 592 
Senior notes – 5.150% due 2034
495 — 
Senior notes – 4.75% due 2039
496 496 
Senior notes – 4.35% due 2047
494 494 
Senior notes – 4.20% due 2048
593 593 
Senior notes – 4.90% due 2049
1,239 1,239 
Senior notes – 2.90% due 2051
346 346 
Senior notes – 6.25% due 2052
491 491 
Senior notes – 5.450% due 2053
591 591 
Senior notes – 5.700% due 2053
988 988 
Senior notes – 5.450% due 2054
493 — 
Mortgage – 5.70% due 2035
271 284 
Other4 5 
12,848 13,463 
Less: current portion518 1,619 
 $12,330 $11,844 
The senior notes in the table above are registered by the Company with the Securities and Exchange Commission and are not guaranteed.
In November 2023, the Company increased its short-term commercial paper financing program (the "Program") to $3.5 billion from $2.8 billion. The Company did not have any commercial paper outstanding at September 30, 2024 and December 31, 2023.
Credit Facilities
In October 2023, the Company increased its multi-currency unsecured five-year credit facility (the "Credit Facility") capacity to $3.5 billion from $2.8 billion and extended the expiration to October 2028. The interest rate on the Credit Facility was initially based on LIBOR plus a fixed margin which varied with the Company's credit rating.

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In the second quarter of 2023, the Credit Facility was amended so that borrowings under the Credit Facility bear interest at a rate per annum, equal, at the Company's option, either at (a) SOFR benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings. The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly.
The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available, or in certain other circumstances, in which an alternative rate may be required. At September 30, 2024 and December 31, 2023, the Company had no borrowings under this facility.
In October 2023, the Company terminated its one-year uncommitted revolving credit facility ("Uncommitted Credit Facility"). In the third quarter of 2023, the Company repaid $200 million of borrowings outstanding under this facility with a weighted average interest rate of 5.50%. There were no borrowings outstanding under the Uncommited Credit Facility at September 30, 2023.
The Company also maintains other credit and overdraft facilities with various financial institutions aggregating $124 million and $113 million, at September 30, 2024 and December 31, 2023, respectively. There were no outstanding borrowings under these facilities at September 30, 2024 and December 31, 2023.
The Company also has outstanding guarantees and letters of credit with various banks aggregating $153 million and $139 million, at September 30, 2024 and December 31, 2023, respectively.
Senior Notes
In June 2024, the Company repaid $600 million of 3.50% senior notes at maturity.
In March 2024, the Company repaid $1 billion of 3.875% senior notes at maturity.
In February 2024, the Company issued $500 million of 5.150% senior notes due 2034 and $500 million of 5.450% senior notes due 2054. The Company used the net proceeds from these issuances for general corporate purposes.
In October 2023, the Company repaid $250 million of 4.05% senior notes at maturity.
In September 2023, the Company issued $600 million of 5.400% senior notes due 2033 and $1 billion of 5.700% senior notes due 2053. In March 2023, the Company issued $600 million of 5.450% senior notes due 2053. The Company used the net proceeds from this issuance for general corporate purposes.
Pending Acquisition
In connection with the pending McGriff Transaction, on September 29, 2024, the Company entered into a Bridge Loan Commitment Letter (the “Commitment Letter”) to provide the Company with 100% of the loans under a 364-day unsecured bridge term loan facility in an amount not to exceed $7.75 billion (the “Bridge Loan Facility”). The Company paid approximately $23 million for customary upfront fees related to the Commitment Letter, which will be amortized as interest expense based on the period of time the Bridge Loan Facility is expected to be in effect. Any borrowing under the Bridge Loan Facility will mature 364 days from the funding date, and the Company will be required to comply with certain covenants including maintaining an interest coverage ratio and leverage ratio within specified levels. The loans will bear interest at a rate per annum, equal to, at the Company’s election, either (a) SOFR-based rate, or (b) an alternative base rate, in each case, plus an applicable margin which varies with the Company's credit ratings.
At September 30, 2024, there has not been any funding of bridge loans under the Commitment Letter. The commitments under the Bridge Loan Facility are expected to be reduced, or any loans borrowed repaid, with long-term financing, equity issuances, or disposition of assets.
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 in the following table 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.
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September 30, 2024December 31, 2023
(In millions)Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Short-term debt$518 $515 $1,619 $1,610 
Long-term debt$12,330 $12,279 $11,844 $11,723 
The fair value of the Company's short-term debt consists primarily of commercial 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-term and long-term debt would be classified as Level 2 in the fair value hierarchy.
15.    Restructuring Costs
In the fourth quarter of 2022, the Company initiated activities focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. In the third quarter of 2024, the Company finalized its detailed plans and anticipates total charges related to these activities to be approximately $650 million. The Company has incurred approximately $540 million of these restructuring costs through September 30, 2024, primarily severance and lease exit charges, of which $36 million and $96 million were incurred for the three and nine months ended September 30, 2024, respectively. The Company is expected to complete these activities by the end of 2024.
The Company incurred a total of $54 million and $140 million for restructuring activities for the three and nine months ended September 30, 2024, respectively, compared to $52 million and $170 million, for the corresponding periods in the prior year.
The Company incurred costs related to these initiatives as follows:
 
Three Months Ended
September 30,		Nine Months Ended
 September 30,
(In millions)2024202320242023
Risk and Insurance Services$22 $26 $73 $89 
Consulting14 17 30 33 
Corporate18 9 37 48 
Total$54 $52 $140 $170 
Details of the restructuring activity from January 1, 2023 through September 30, 2024, are as follows:
(In millions)Severance
Real Estate Related Costs (a)
Information TechnologyConsulting and Other Outside ServicesTotal
Liability at January 1, 2023
$88 $56 $— $2 $146 
2023 charges
148 96 15 42 301 
Cash payments(147)(69)(13)(42)(271)
Non-cash charges — (44)(2)— (46)
Liability at December 31, 2023
$89 $39 $— $2 $130 
2024 charges
63 41 19 17 140 
Cash payments(123)(34)(19)(19)(195)
Non-cash charges— (9)— — (9)
Liability at September 30, 2024
$29 $37 $— $— $66 
(a) Includes ROU and fixed asset impairments and other real estate related costs.
The expenses associated with these initiatives are included in compensation and benefits and other operating expenses in the consolidated statements of income. The liabilities associated with these initiatives are classified on the consolidated balance sheets as accounts payable and accrued liabilities, other liabilities or accrued compensation and employee benefits, depending on the nature of the items.
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16.    Common Stock
The Company has a share repurchases program authorized by the Board of Directors. For the first nine months of 2024, the Company repurchased 4.3 million shares of its common stock for $900 million.
At September 30, 2024, the Company remained authorized to repurchase up to approximately $2.3 billion in shares of its common stock. There is no time limit on the authorization. For the first nine months of 2023, the Company repurchased 5.1 million shares of its common stock for $900 million.
The Company issued approximately 3.3 million shares related to stock compensation and employee stock purchase plans for the first nine months of both 2024 and 2023.
In January and March of 2024, the Board of Directors of the Company declared quarterly dividends of $0.710 per share on outstanding common stock, which were paid in February and May 2024, respectively. In July 2024, the Board of Directors of the Company declared a quarterly dividend of $0.815 per share on outstanding common stock, paid in August 2024.
In September 2024, the Board of Directors of the Company declared a quarterly dividend of $0.815 per share on outstanding common stock, payable in November 2024.
17.    Claims, Lawsuits and Other Contingencies
Nature of Contingencies
The Company and its subsidiaries are subject to a significant number of claims, lawsuits and proceedings in the course of our business. Such claims and lawsuits consist principally of alleged errors and omissions in connection with the performance of professional services, including the placement of insurance, the provision of actuarial services for corporate and public sector clients, the provision of investment advice and investment management services to pension plans, the provision of advice relating to pension buy-out transactions and the provision of consulting services relating to the drafting and interpretation of trust deeds and other documentation governing pension plans. These claims often seek damages, including punitive and treble damages, in amounts that could be significant. In establishing liabilities for errors and omissions claims, the Company utilizes 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.
Our activities are regulated under the laws of the U.S. and its various states, the U.K., the European Union (E.U.) and its member states, and the many other jurisdictions in which the Company operates. The Company also receives subpoenas in the ordinary course of business, and from time to time requests for information in connection with government investigations.
Current Matters
Risk and Insurance Services Segment
•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.
•From 2014, Marsh Ltd. was engaged by Greensill Capital (UK) Limited and its affiliates as its insurance broker. Marsh Ltd. placed a number of trade credit insurance policies for Greensill. On March 1, 2021, Greensill filed an action against certain of its trade credit insurers in Australia seeking a mandatory injunction compelling these insurers to renew coverage under expiring policies. Later that day, the Australian court denied Greensill’s application. Since then, a number of Greensill entities have filed for, or been subject to, insolvency proceedings, and several litigations and investigations have been commenced in the U.K., Australia, Germany, Switzerland and the U.S., including claims brought by Greensill's administrators and loss payees under Greensill's trade credit insurance policies. In June 2023,
34

White Oak, one such loss payee, filed a claim in the High Court of Justice in London against Marsh Ltd., related to White Oak’s purchase of accounts receivable from Greensill. In November 2023, Credit Suisse, another loss payee, added Marsh Ltd. as a party to the omnibus trade credit insurance policy litigation among Greensill and its insurers and loss payees in Australia. The claims by both loss payees allege that Marsh Ltd., which was not the insurance broker for either White Oak or Credit Suisse, failed to take required steps to make complete and accurate representations to them in their respective capacities as loss payees.
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 are partly reinsured by a related party of River Thames. Payment of claims under the reinsurance agreement is collateralized by funds withheld by River Thames from the reinsurer. 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 the Financial Accounting Standards Board ("FASB") guidance on Contingencies - Loss Contingencies.
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, Summary of Significant Accounting Policies, in the Company’s 2023 Form 10-K. Segment performance is evaluated based on segment operating income, which includes directly related expenses, and charges or credits related to restructuring but not the Company’s corporate-level expenses. Revenues are attributed to geographic areas on the basis of where the services are performed.




35

Selected information about the Company’s segments for the three and nine months ended September 30, 2024 and 2023 is as follows:
Three Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions)Revenue Operating Income/(Loss)Revenue Operating Income/(Loss)
2024 –
Risk and Insurance Services$3,453 
(a)
$733 $11,748 
(c) 
$3,595 
Consulting2,262 
(b)
462 6,692 
(d) 
1,304 
Total Segments5,715 1,195 18,440 4,899 
Corporate/Eliminations(18)(87)(49)(224)
Total Consolidated$5,697 $1,108 $18,391 $4,675 
2023 –
Risk and Insurance Services$3,190 
(a)
$640 $10,818 
(c)
$3,192 
Consulting2,206 
(b)
424 6,409 
(d)
1,223 
Total Segments5,396 1,064 17,227 4,415 
Corporate/Eliminations(14)(68)(45)(236)
Total Consolidated$5,382 $996 $17,182 $4,179 
(a)Includes interest income on fiduciary funds of $138 million and $131 million in 2024 and 2023, respectively, and equity method income of $7 million and $3 million in 2024 and 2023, respectively.
(b)Includes inter-segment revenue of $18 million and $14 million in 2024 and 2023, respectively.
(c)Includes inter-segment revenue of $5 million in both 2024 and 2023, interest income on fiduciary funds of $385 million and $330 million in 2024 and 2023, respectively, and equity method income of $17 million and $14 million in 2024 and 2023, respectively.
(d)Includes inter-segment revenue of $44 million and $40 million in 2024 and 2023, respectively. Revenue in 2024 also includes a net gain of $21 million from the sale of Mercer's U.K. pension administration and U.S. health and benefits administration businesses.
Details of operating segment revenue for the three and nine months ended September 30, 2024 and 2023 are as follows:
Three Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions)2024202320242023
Risk and Insurance Services
Marsh$3,023 $2,782 $9,446 $8,685 
Guy Carpenter430 408 2,302 2,133 
Total Risk and Insurance Services3,453 3,190 11,748 10,818 
Consulting    
Mercer1,452 1,425 4,256 4,143 
Oliver Wyman Group810 781 2,436 2,266 
Total Consulting2,262 2,206 6,692 6,409 
Total Segments5,715 5,396 18,440 17,227 
Corporate Eliminations(18)(14)(49)(45)
Total$5,697 $5,382 $18,391 $17,182 
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19.    New Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued an accounting standard update on income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The new guidance requires that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, all entities are required to disclose on an annual basis the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes, and by individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid, net of refunds received. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. An entity should apply the amendments in the standard prospectively, even though retrospective application is permitted. The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.
In November 2023, the FASB issued an accounting standard update on segment reporting. The new guidance: (1) introduces a requirement to disclose significant segment expenses regularly provided to the chief operating decision maker ("CODM"), (2) extends certain annual disclosures to interim periods, (3) clarifies disclosure requirements for single reportable segment entities, (4) permits more than one measure of segment profit or loss to be reported under certain conditions, and (5) requires disclosure of the title and position of the CODM. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance applies retrospectively to all periods presented in the financial statements. The Company is currently evaluating the guidance and expects it to only impact disclosures with no impact to results of operations, cash flows, or financial condition.
    
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
Marsh & McLennan Companies, Inc., and its consolidated subsidiaries (the "Company") is a global professional services firm in the areas of risk, strategy and people, advising clients in 130 countries across four businesses: Marsh, Guy Carpenter, Mercer and Oliver Wyman Group. With annual revenue of $23 billion and more than 85,000 colleagues, Marsh McLennan helps build the confidence to thrive through the power of perspective.
The Company conducts business through two segments:
•Risk and Insurance Services (RIS) 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 health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services. The Company conducts business in this segment through Mercer and Oliver Wyman Group.
The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company's consolidated results for the three and nine months ended September 30, 2024, compared to the corresponding periods in 2023, and should be read in conjunction with the consolidated financial statements and notes. This section also includes a discussion of the key drivers impacting the Company's financial results of operations both on a consolidated basis and by reportable segments.
We describe the primary sources of revenue and categories of expense for each segment in the discussion of segment financial results. A reconciliation of segment operating income to total operating income is included in Note 18, Segment Information, in the notes to the consolidated financial statements included in Part I, Item 1, of this report.
For information and comparability of the Company's results of operations and liquidity and capital resources for the three and nine months ended September 30, 2023, refer to "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Form 10-Q for the quarter ended September 30, 2023.
This MD&A contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Refer to "Information Concerning Forward-Looking Statements" at the outset of this report.
Non-GAAP measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (U.S.), referred to as in accordance with "GAAP" or "reported" results. The Company also refers to and presents a non-GAAP financial measure in non-GAAP revenue, within the meaning of Regulation G and Item 10(e) of Regulation S-K in accordance with the Securities Exchange Act of 1934. The Company has included a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP as part of the consolidated revenue and expense discussion. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The Company believes this non-GAAP financial measure provides useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses this measure internally to assess the operating performance of its businesses and to decide how to allocate resources. However, investors should not consider this non-GAAP measure in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies.

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Financial Highlights
•Consolidated revenue for the three months ended September 30, 2024 was $5.7 billion, an increase of 6%, or 5% on an underlying basis. For the nine months ended September 30, 2024, consolidated revenue was $18.4 billion, an increase of 7%, on both a reported and underlying basis compared to the corresponding period in the prior year.
•Consolidated operating income increased $112 million, or 11% to $1.1 billion for the three months ended September 30, 2024, compared to the corresponding quarter in the prior year. Net income attributable to the Company was $747 million. Earnings per share on a diluted basis increased to $1.51 from $1.47, or 3%, compared to the corresponding quarter in the prior year. For the nine months ended September 30, 2024, consolidated operating income increased $496 million, or 12% to $4.7 billion, compared to the corresponding period in the prior year. Net income attributable to the Company was $3.3 billion. Earnings per share on a diluted basis increased to $6.59 from $6.01, or 10%, compared to the corresponding period in the prior year.
•Risk and Insurance Services revenue for the three months ended September 30, 2024 was $3.5 billion, an increase of 8%, or 6% on an underlying basis. Operating income was $733 million, compared with $640 million for the corresponding quarter in the prior year. For the nine months ended September 30, 2024, Risk and Insurance Services revenue was $11.7 billion, an increase of 9%, or 8% on an underlying basis. Operating income was $3.6 billion, compared with $3.2 billion for the corresponding period in the prior year.
•Marsh's revenue for the three months ended September 30, 2024 was $2.9 billion, an increase of 9%, or 7% on an underlying basis. For the nine months ended September 30, 2024, Marsh revenue was $9.2 billion, an increase of 8%, or 7% on an underlying basis.
•Guy Carpenter's revenue for the three months ended September 30, 2024 was $381 million, an increase of 6%, or 7% on an underlying basis. For the nine months ended September 30, 2024, Guy Carpenter revenue was $2.2 billion, an increase of 8%, on both a reported and underlying basis.
•Consulting revenue for the three months ended September 30, 2024 was $2.3 billion, an increase of 3%, or 4% on an underlying basis. Operating income was $462 million, compared with $424 million for the corresponding quarter in the prior year. For the nine months ended September 30, 2024, Consulting revenue was $6.7 billion, an increase of 4%, or 5% on an underlying basis. Operating income was $1.3 billion, compared with $1.2 billion for the corresponding period in the prior year.
•Mercer's revenue for the three months ended September 30, 2024 was $1.5 billion, an increase of 2%, or 5% on an underlying basis. For the nine months ended September 30, 2024, Mercer revenue was $4.3 billion, an increase of 3%, or 6% on an underlying basis.
•Oliver Wyman Group's revenue for the three months ended September 30, 2024 was $810 million, an increase of 4%, or 1% on an underlying basis. For the nine months ended September 30, 2024, Oliver Wyman Group revenue was $2.4 billion, an increase of 8%, or 5% on an underlying basis.
•The Company completed 4 acquisitions in the third quarter of 2024, the largest being the acquisition of The Horton Group Inc., by Marsh McLennan Agency ("MMA") in Risk and Insurance Services.
•The Company repurchased 1.4 million shares for $300 million in the third quarter of 2024. For the nine months ended September 30, 2024, the Company repurchased 4.3 million shares for $900 million.
•In September 2024, the Board of Directors of the Company declared a quarterly dividend of $0.815 per share on outstanding common stock, payable in November 2024.





39

Pending Acquisition
On September 30, 2024, the Company announced that it had reached an agreement to acquire McGriff Insurance Services, LLC ("McGriff"), an affiliate of TIH Insurance Holdings (the "Transaction"). Under the terms of the Transaction, the Company will acquire McGriff for an aggregate purchase price of $7.75 billion in cash consideration, funded by a combination of cash proceeds and debt financing. In conjunction with the Transaction, the Company expects to assume a deferred tax asset valued at approximately $500 million. The Transaction is targeted to close by the end of 2024, subject to regulatory clearance and other standard closing conditions.
In connection with the Transaction, the Company entered into a Bridge Loan Commitment Letter (the "Commitment Letter") to provide the Company with 100% of the loans under a 364-day unsecured bridge term loan facility in an amount not to exceed $7.75 billion (the "Bridge Loan Facility"). The Company paid approximately $23 million for customary upfront fees related to the Commitment Letter, which will be amortized as interest expense based on the period of time the Bridge Loan Facility is expected to be in effect. The commitments under the Bridge Loan Facility are expected to be reduced, or any loans borrowed repaid, with long-term financing, equity issuances, or disposition of assets.
* * * * *
The macroeconomic and geopolitical environment including multiple major wars, escalating conflict throughout the Middle East and rising tension in the South China Sea, slower GDP growth or recession, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates could impact our business, financial condition, results of operations and cash flows. For more information about these risks, please see "Part I, Item 1A. Risk Factors" in our annual Report on Form 10-K for the year ended December 31, 2023.
For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.
Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
40

Consolidated Results of Operations
Three Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions, except per share data)2024202320242023
Revenue$5,697 $5,382 $18,391 $17,182 
Expense:
Compensation and benefits3,442 3,287 10,366 9,831 
Other operating expenses1,147 1,099 3,350 3,172 
Operating expenses4,589 4,386 13,716 13,003 
Operating income$1,108 $996 $4,675 $4,179 
Income before income taxes$1,035 $930 $4,471 $3,978 
Net income before non-controlling interests$752 $738 $3,316 $3,037 
Net income attributable to the Company$747 $730 $3,272 $3,000 
Net income per share attributable to the Company:
– Basic$1.52 $1.48 $6.65 $6.07 
– Diluted$1.51 $1.47 $6.59 $6.01 
Average number of shares outstanding:
– Basic492 494 492 494 
– Diluted496 499 496 499 
Shares outstanding at September 30,491 493 491 493 
Consolidated operating income increased $112 million, or 11% to $1.1 billion for the three months ended September 30, 2024, compared to $996 million for the corresponding quarter in the prior year, reflecting a 6% increase in revenue and a 5% increase in expenses. Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 8% and 3%, respectively.
Consolidated operating income increased $496 million, or 12% to $4.7 billion for the nine months ended September 30, 2024, compared to $4.2 billion in the corresponding period in the prior year, reflecting a 7% increase in revenue and a 5% increase in expenses. Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 9% and 4%, respectively.
41

Consolidated Revenue and Expense
Revenue – Non-GAAP Revenue and Components of Change
The Company advises clients in 130 countries. As a result, foreign exchange rate movements may impact period over period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period over period comparisons of revenue. Non-GAAP revenue measures the change in revenue from one period to the next by isolating these impacts on an underlying revenue basis. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.
The non-GAAP revenue measure is presented on a constant currency basis excluding the impact of foreign currency fluctuations. The Company isolates the impact of foreign exchange rate movements period over period, by translating the current period foreign currency GAAP revenue into U.S. Dollars based on the difference in the current and corresponding prior period exchange rates.
The percentage change for acquisitions, dispositions, and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.
The following tables present the Company's non-GAAP revenue for the three and nine months ended September 30, 2024 and 2023 and the related non-GAAP underlying revenue change:
Three Months Ended September 30,
(In millions, except percentages)
GAAP Revenue% Change
GAAP Revenue*		Non-GAAP RevenueNon-GAAP Underlying Revenue*
2024202320242023
Risk and Insurance Services
Marsh$2,934 $2,700 9 %$2,877 $2,699 7 %
Guy Carpenter381 359 6 %382 359 7 %
Subtotal3,315 3,059 8 %3,259 3,058 7 %
Fiduciary interest income138 131 137 131 
Total Risk and Insurance Services3,453 3,190 8 %3,396 3,189 6 %
Consulting
Mercer1,452 1,425 2 %1,434 1,358 5 %
Oliver Wyman Group810 781 4 %787 781 1 %
Total Consulting2,262 2,206 3 %2,221 2,139 4 %
Corporate Eliminations(18)(14)(18)(14)
Total Revenue$5,697 $5,382 6 %$5,599 $5,314 5 %
The following table provides more detailed revenue information for certain of the components presented in the previous table:
Three Months Ended September 30,
(In millions, except percentages)
GAAP Revenue% Change
GAAP Revenue*		Non-GAAP RevenueNon-GAAP Underlying Revenue*
2024202320242023
Marsh:
EMEA $747 $692 8 %$741 $691 7 %
Asia Pacific342 311 10 %327 311 5 %
Latin America134 134 (1)%146 134 8 %
Total International1,223 1,137 7 %1,214 1,136 7 %
U.S./Canada1,711 1,563 10 %1,663 1,563 6 %
Total Marsh$2,934 $2,700 9 %$2,877 $2,699 7 %
Mercer:
Wealth$625 $635 (2)%$612 $589 4 %
Health520 496 5 %514 475 8 %
Career307 294 4 %308 294 5 %
Total Mercer$1,452 $1,425 2 %$1,434 $1,358 5 %
(*) Rounded to whole percentages.
42

Nine Months Ended September 30,
(In millions, except percentages)
GAAP Revenue% Change
GAAP Revenue*		Non-GAAP RevenueNon-GAAP Underlying Revenue*
2024202320242023
Risk and Insurance Services
Marsh$9,202 $8,482 8 %$9,081 $8,480 7 %
Guy Carpenter2,161 2,006 8 %2,163 1,994 8 %
Subtotal11,363 10,488 8 %11,244 10,474 7 %
Fiduciary interest income385 330 384 330 
Total Risk and Insurance Services11,748 10,818 9 %11,628 10,804 8 %
Consulting
Mercer 4,256 4,143 3 %4,209 3,984 6 %
Oliver Wyman Group2,436 2,266 8 %2,383 2,265 5 %
Total Consulting6,692 6,409 4 %6,592 6,249 5 %
Corporate Eliminations(49)(45)(49)(45)
Total Revenue$18,391 $17,182 7 %$18,171 $17,008 7 %
The following table provides more detailed revenue information for certain of the components presented in the previous table:
Nine Months Ended September 30,
(In millions, except percentages)
GAAP Revenue% Change
GAAP Revenue*		Non-GAAP RevenueNon-GAAP Underlying Revenue*
2024202320242023
Marsh:
EMEA$2,684 $2,482 8 %$2,671 $2,480 8 %
Asia Pacific1,069 980 9 %1,040 980 6 %
Latin America396 386 3 %417 386 8 %
Total International4,149 3,848 8 %4,128 3,846 7 %
U.S./Canada5,053 4,634 9 %4,953 4,634 7 %
Total Marsh$9,202 $8,482 8 %$9,081 $8,480 7 %
Mercer:
Wealth $1,909 $1,853 3 %$1,828 $1,759 4 %
Health1,605 1,559 3 %1,630 1,494 9 %
Career742 731 2 %751 731 3 %
Total Mercer$4,256 $4,143 3 %$4,209 $3,984 6 %
(*) Rounded to whole percentages.
43

Revenue – Reconciliation of Non-GAAP Measures
The following tables provide the reconciliation of GAAP revenue to Non-GAAP revenue for the three and nine months ended September 30, 2024 and 2023:
20242023

Three Months Ended September 30,
(In millions)
GAAP RevenueCurrency ImpactAcquisitions/
Dispositions/
Other Impact		Non-GAAP RevenueGAAP RevenueAcquisitions/
Dispositions/
Other Impact		Non-GAAP Revenue
Risk and Insurance Services
Marsh$2,934 $11 $(68)$2,877 $2,700 $(1)$2,699 
Guy Carpenter381 1 — 382 359 — 359 
Subtotal3,315 12 (68)3,259 3,059 (1)3,058 
Fiduciary interest income138 — (1)137 131 — 131 
Total Risk and Insurance Services3,453 12 (69)3,396 3,190 (1)3,189 
Consulting
Mercer
1,452 5 (23)1,434 1,425 (67)1,358 
Oliver Wyman Group810 (2)(21)787 781 — 781 
Total Consulting2,262 3 (44)2,221 2,206 (67)2,139 
Corporate Eliminations(18)— — (18)(14)— (14)
Total Revenue$5,697 $15 $(113)$5,599 $5,382 $(68)$5,314 
The following table provides more detailed revenue information for certain of the components presented in the previous table:
20242023

Three Months Ended September 30,
(In millions)
GAAP RevenueCurrency ImpactAcquisitions/
Dispositions/
Other Impact		Non-GAAP RevenueGAAP RevenueAcquisitions/
Dispositions/
Other Impact		Non-GAAP Revenue
Marsh:
EMEA $747 $(5)$(1)$741 $692 $(1)$691 
Asia Pacific342 — (15)327 311 — 311 
Latin America134 14 (2)146 134 — 134 
Total International1,223 9 (18)1,214 1,137 (1)1,136 
U.S./Canada1,711 2 (50)1,663 1,563 — 1,563 
Total Marsh$2,934 $11 $(68)$2,877 $2,700 $(1)$2,699 
Mercer:
Wealth$625 $(4)$(9)$612 $635 $(46)$589 
Health520 5 (11)514 496 (21)475 
Career307 4 (3)308 294 — 294 
Total Mercer$1,452 $5 $(23)$1,434 $1,425 $(67)$1,358 
Note: Amounts in the tables above are rounded to whole numbers.
44

20242023

Nine Months Ended September 30,
(In millions)
GAAP RevenueCurrency ImpactAcquisitions/
Dispositions/
Other Impact		Non-GAAP RevenueGAAP RevenueAcquisitions/
Dispositions/
Other Impact		Non-GAAP Revenue
Risk and Insurance Services
Marsh$9,202 $50 $(171)$9,081 $8,482 $(2)$8,480 
Guy Carpenter2,161 5 (3)2,163 2,006 (12)1,994 
Subtotal11,363 55 (174)11,244 10,488 (14)10,474 
Fiduciary interest income385 1 (2)384 330 — 330 
Total Risk and Insurance Services11,748 56 (176)11,628 10,818 (14)10,804 
Consulting
Mercer (a)
4,256 30 (77)4,209 4,143 (159)3,984 
Oliver Wyman Group2,436 (3)(50)2,383 2,266 (1)2,265 
Total Consulting6,692 27 (127)6,592 6,409 (160)6,249 
Corporate Eliminations(49)— — (49)(45)— (45)
Total Revenue$18,391 $83 $(303)$18,171 $17,182 $(174)$17,008 
The following table provides more detailed revenue information for certain of the components presented in the previous table:
20242023

Nine Months Ended September 30,
(In millions)
GAAP RevenueCurrency ImpactAcquisitions/
Dispositions/
Other Impact		Non-GAAP RevenueGAAP RevenueAcquisitions/
Dispositions/
Other Impact		Non-GAAP Revenue
Marsh:
EMEA$2,684 $(10)$(3)$2,671 $2,482 $(2)$2,480 
Asia Pacific1,069 25 (54)1,040 980 — 980 
Latin America396 31 (10)417 386 — 386 
Total International4,149 46 (67)4,128 3,848 (2)3,846 
U.S./Canada5,053 4 (104)4,953 4,634 — 4,634 
Total Marsh$9,202 $50 $(171)$9,081 $8,482 $(2)$8,480 
Mercer:
Wealth (a)
$1,909 $2 $(83)$1,828 $1,853 $(94)$1,759 
Health (a)
1,605 14 11 1,630 1,559 (65)1,494 
Career742 14 (5)751 731 — 731 
Total Mercer$4,256 $30 $(77)$4,209 $4,143 $(159)$3,984 
(a)Acquisitions, dispositions and other in 2024 includes a net gain of $21 million from the sale of the U.K. pension administration and U.S. health and benefits administration businesses, that comprised of a $66 million gain in Wealth, offset by a $45 million loss in Health.
Note: Amounts in the tables above are rounded to whole numbers.
Consolidated Revenue
Consolidated revenue growth for the three and nine months ended September 30, 2024, reflects the continued demand for our advice and solutions.
Revenue increased $315 million, or 6% to $5.7 billion for the three months ended September 30, 2024, compared to $5.4 billion for the three months ended September 30, 2023. Consolidated revenue increased 5% on an underlying basis and 1% from acquisitions. On an underlying basis, revenue increased 6% and 4% for the three months ended September 30, 2024 in the Risk and Insurance Services and Consulting segments, respectively.
Revenue increased $1.2 billion, or 7% to $18.4 billion for the nine months ended September 30, 2024, compared to $17.2 billion for the nine months ended September 30, 2023. Consolidated revenue also increased 7% on an underlying basis and 1% from acquisitions. On an underlying basis, revenue increased 8% and 5% for the nine months ended September 30, 2024 in the Risk and Insurance Services and Consulting segments, respectively.

45

Consolidated Operating Expenses
Consolidated operating expenses for the three and nine months ended September 30, 2024, increased primarily due to compensation and benefits, driven by higher base salary and incentive compensation.
Expenses increased $203 million, or 5% to $4.6 billion for the three months ended September 30, 2024, compared to $4.4 billion for the three months ended September 30, 2023. Expenses reflect an increase of 1% from acquisitions.
Expenses increased $713 million, or 5% to $13.7 billion for the nine months ended September 30, 2024, compared to $13.0 billion for the nine months ended September 30, 2023. Expenses reflect an increase of 1% from acquisitions.
Restructuring Activities
The Company incurred a total of $54 million and $140 million for restructuring activities for the three and nine months ended September 30, 2024, compared to $52 million and $170 million for the corresponding periods in the prior year.
In the fourth quarter of 2022, the Company initiated activities focused on workforce actions, rationalization of technology and functional services, and reductions in real estate. In the third quarter of 2024, the Company finalized its detailed plans and anticipates total charges related to these activities to be approximately $650 million. The Company has incurred approximately $540 million of these restructuring costs through September 30, 2024, primarily severance and lease exit charges, of which $36 million and $96 million were incurred for the three and nine months ended September 30, 2024, respectively. The Company is expected to complete these activities by the end of 2024. Related estimated savings are now expected to be over $500 million, with approximately $400 million realized by the end of 2024. The remaining savings are expected to be realized in 2025.
Additional details are included in Note 15, Restructuring Costs, in the notes to the consolidated financial statements.
Risk and Insurance Services
In the Risk and Insurance Services segment, the Company’s subsidiaries and other affiliated entities act as brokers, agents or consultants for insureds, insurance underwriters and other brokers in the areas of risk management, insurance broking, insurance program management, risk consulting, analytical modeling and alternative risk financing services, primarily under the brand of Marsh, and engage in specialized reinsurance broking expertise, strategic advisory services and analytics solutions, primarily under the brand of Guy Carpenter.
The results of operations for the Risk and Insurance Services segment are as follows:
Three Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions, except percentages)2024202320242023
Revenue$3,453$3,190$11,748$10,818
Compensation and benefits (a)
2,0951,9386,3215,834
Other operating expenses (a)
6256121,8321,792
Operating expenses2,7202,5508,1537,626
Operating income$733$640$3,595$3,192
Operating income margin21.2 %20.0 %30.6 %29.5 %
(a)The Company reclassified certain prior period amounts between Compensation and benefits and Other operating expenses for each reporting segment for comparability purposes. The reclassification had no impact on consolidated or reporting segment total expenses.




46

Revenue
Revenue in the Risk and Insurance Services segment increased $263 million, or 8% to $3.5 billion for the three months ended September 30, 2024, compared to $3.2 billion for the three months ended September 30, 2023. Revenue increased 6% on an underlying basis and 2% from acquisitions. Interest earned on fiduciary funds increased $7 million to $138 million for the three months ended September 30, 2024, compared to $131 million for the corresponding quarter in the prior year.
Revenue in the Risk and Insurance Services segment increased $930 million, or 9% to $11.7 billion for the nine months ended September 30, 2024, compared to $10.8 billion for the nine months ended September 30, 2023. Revenue increased 8% on an underlying basis and 1% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation. Interest earned on fiduciary funds increased by $55 million to $385 million for the nine months ended September 30, 2024, compared to $330 million for the corresponding period in the prior year.
In Risk and Insurance Services, underlying revenue growth for the three and nine months ended September 30, 2024, was driven by solid retention and new business growth at Marsh and Guy Carpenter. Results also benefited from continued economic growth in most major markets and inflation.
Marsh's revenue increased $234 million, or 9% to $2.9 billion for the three months ended September 30, 2024, compared to $2.7 billion for the three months ended September 30, 2023. This reflects an increase of 7% on an underlying basis and 2% from acquisitions. U.S./Canada rose 6% on an underlying basis. Total International operations produced underlying revenue growth of 7%, reflecting growth of 8% in Latin America, 7% in EMEA and 5% in Asia Pacific.
Marsh's revenue increased $720 million, or 8% to $9.2 billion for the nine months ended September 30, 2024, compared to $8.5 billion for the nine months ended September 30, 2023. This reflects an increase of 7% on an underlying basis and 2% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation. U.S./Canada rose 7% on an underlying basis. Total International operations produced underlying revenue growth of 7%, reflecting growth of 8% in both EMEA and Latin America, and 6% in Asia Pacific.
Guy Carpenter's revenue increased $22 million, or 6% to $381 million for the three months ended September 30, 2024, compared to $359 million for the three months ended September 30, 2023. This reflects an increase of 7% on an underlying basis.
Guy Carpenter's revenue increased $155 million, or 8% to $2.2 billion for the nine months ended September 30, 2024, compared to $2.0 billion for the nine months ended September 30, 2023. Revenue on an underlying basis also increased by 8%.
At Guy Carpenter, underlying revenue growth for the three months ended September 30, 2024 was primarily driven by strong growth international, including global specialities. Underlying revenue growth for the nine months ended September 30, 2024, was driven by growth both in U.S./Canada and International.
The Risk and Insurance Services segment completed 8 acquisitions for the nine months ended September 30, 2024. Information regarding these acquisitions is included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Operating Expenses
In the Risk and Insurance Services segment, expenses for the three and nine months ended September 30, 2024, increased primarily due to compensation and benefits driven by higher base salary and incentive compensation.
Expenses increased $170 million, or 7% to $2.7 billion for the three months ended September 30, 2024, compared to $2.6 billion for the three months ended September 30, 2023. Expenses reflect a 3% increase from acquisitions.
Expenses increased $527 million, or 7% to $8.2 billion for the nine months ended September 30, 2024, compared to $7.6 billion for the nine months ended September 30, 2023. Expenses reflect a 2% increase from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation.

47

Consulting
The Company conducts business in its Consulting segment through Mercer and Oliver Wyman Group. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and well-being for a changing workforce. Oliver Wyman Group serves as a critical strategic, economic and brand advisor to private sector and governmental clients.
The results of operations for the Consulting segment are as follows:
Three Months Ended
 September 30,		Nine Months Ended
 September 30,
(In millions, except percentages)2024202320242023
Revenue$2,262$2,206$6,692$6,409
Compensation and benefits (a)
1,3091,3163,9373,887
Other operating expenses (a)
4914661,4511,299
Operating expenses1,8001,7825,3885,186
Operating income$462$424$1,304$1,223
Operating income margin20.4 %19.2 %19.5 %19.1 %
(a)The Company reclassified certain prior period amounts between Compensation and benefits and Other operating expenses for each reporting segment for comparability purposes. The reclassification had no impact on consolidated or reporting segment total expenses.
Revenue
Consulting revenue increased $56 million, or 3% to $2.3 billion for the three months ended September 30, 2024, compared to $2.2 billion for the three months ended September 30, 2023. This reflects an increase of 4% on an underlying basis, partially offset by a decrease of 1% net of dispositions.
In Consulting, for the three months ended September 30, 2024, underlying revenue growth was primarily driven by growth at Mercer.
Consulting revenue increased $283 million, or 4% to $6.7 billion for the nine months ended September 30, 2024, compared to $6.4 billion for the nine months ended September 30, 2023. This reflects an increase of 5% on an underlying basis, partially offset by a decrease of 1% net of dispositions.
For the nine months ended September 30, 2024, underlying revenue growth was driven by both Mercer and Oliver Wyman Group.
Mercer's revenue increased $27 million, or 2% to $1.5 billion for the three months ended September 30, 2024, compared to $1.4 billion for the three months ended September 30, 2023. This reflects an increase of 5% on an underlying basis, offset by a decrease of 3% net of dispositions. On an underlying basis, revenue for Health, Career and Wealth increased 8%, 5%, and 4%, respectively, as compared to the corresponding quarter in the prior year.
Mercer's revenue increased $113 million, or 3% to $4.3 billion for the nine months ended September 30, 2024, compared to $4.1 billion for the nine months ended September 30, 2023. This reflects an increase of 6% on an underlying basis, partially offset by a decrease of 2% net of dispositions and 1% from the impact of foreign currency translation. On an underlying basis, revenue for Health, Wealth and Career increased 9%, 4%, and 3%, respectively, as compared to the corresponding period in the prior year.
Revenue for the nine months ended September 30, 2024, includes a net gain of $21 million from the sale of the Mercer U.K. pension administration and U.S. health and benefits administration businesses. Results for the nine months ended September 30, 2023 include the loss on sale of an individual financial advisory business in Canada of $17 million.
Underlying revenue growth at Mercer included continued strong growth in Health and steady growth in Wealth and Career. Health reflected growth across all regions. Wealth growth was driven by continued demand in defined benefits consulting and growth in investment management. The increase in investment management was driven by the impact of the capital markets and positive net flows. Career revenue continued to see strong growth in rewards and talent strategy.
48

Oliver Wyman Group's revenue increased $29 million, or 4% to $810 million for the three months ended September 30, 2024, compared to $781 million for the three months ended September 30, 2023. This reflects an increase of 1% on an underlying basis and 3% from acquisitions.
Oliver Wyman Group's revenue increased $170 million, or 8% to $2.4 billion for the nine months ended September 30, 2024, compared to $2.3 billion for the nine months ended September 30, 2023. This reflects an increase of 5% on an underlying basis and 2% from acquisitions.
The increase in underlying revenue growth at Oliver Wyman Group for the nine months ended September 30, 2024, was primarily driven by the Middle East and Asia.
The Consulting segment completed 5 acquisitions for the nine months ended September 30, 2024. Information regarding these acquisitions is included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.
Operating Expenses
In the Consulting segment, expenses increased $18 million, or 1% to $1.8 billion for the three months ended September 30, 2024, compared to the corresponding quarter in the prior year. Expenses reflect a decrease of 1% net of dispositions.
Expenses in the Consulting segment increased $202 million, or 4% to $5.4 billion for the nine months ended September 30, 2024, compared to $5.2 billion for the nine months ended September 30, 2023. Expenses reflect a 1% decrease net of dispositions.
Expenses for the three and nine months ended September 30, 2024 increased primarily due to compensation and benefits driven by higher base salary and incentive compensation. For both periods, the decrease from dispositions is primarily related to the sale of the Mercer U.K. pension administration and U.S. health and benefits administration business.
Expenses for the nine months ended September 30, 2023 also included a benefit of $51 million of insurance and indemnity recoveries for a legacy JLT E&O matter relating to suitability of advice provided to individuals for defined benefit pension transfers in the U.K.
Corporate and Other
Corporate expenses increased $19 million, or 26% to $87 million for the three months ended September 30, 2024, compared to $68 million for the three months ended September 30, 2023.
Corporate expenses decreased $12 million, or 5% to $224 million for the nine months ended September 30, 2024, compared to $236 million for the nine months ended September 30, 2023.
Corporate expenses reflect primarily lower restructuring costs for the nine months ended September 30, 2024, partially offset by higher restructuring costs for the three months ended September 30, 2024, compared to the corresponding periods in the prior year.
Interest Income
Interest income was $12 million for the three months ended September 30, 2024, compared to $16 million for the three months ended September 30, 2023.
Interest income was $61 million for the nine months ended September 30, 2024, compared to $40 million for the nine months ended September 30, 2023.
Interest income increased for the nine months ended September 30, 2024, due to higher average corporate funds compared to the corresponding period in the prior year.
Interest Expense
Interest expense increased for the three and nine months ended September 30, 2024, reflecting higher levels of debt and higher interest rates, compared to the corresponding periods in the prior year.
Interest expense was $154 million for the three months ended September 30, 2024, compared to $145 million for the three months ended September 30, 2023.
Interest expense was $469 million for the nine months ended September 30, 2024, compared to $427 million for the nine months ended September 30, 2023.
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Investment Income
The caption "Investment income" in the consolidated statements of income comprises realized and unrealized gains and losses from investments. It includes, when applicable, other than temporary declines in the value of securities, mark-to-market increases or decreases in equity investments with readily determinable fair values and equity method gains or losses on its investments in private equity funds. The Company's investments may include direct investments in insurance, consulting or other strategically linked companies and investments in private equity funds.
The Company recorded net investment income of $1 million and $3 million for the three and nine months ended September 30, 2024, compared to net investment income of $1 million and $6 million, respectively, for the corresponding periods in the prior year.
Income and Other Taxes
The Company's effective tax rate for the three months ended September 30, 2024 was 27.3%, compared with 20.6% for the corresponding quarter of 2023. The effective tax rates for the nine months ended September 30, 2024 and 2023 were 25.8% and 23.7%, respectively.
The tax rate in each period reflects the impact of discrete tax items such as excess tax benefits related to share-based compensation, enacted tax legislation, changes in uncertain tax positions, deferred tax adjustments, non-taxable adjustments related to contingent consideration for acquisitions, and valuation allowances for certain tax credits and attributes. The rate for the three and nine months ended September 30, 2024 reflects the previously enacted change in the United Kingdom (U.K.) corporate income tax rate from 19% to 25%, which was effective April 1, 2023. The blended U.K. statutory tax rate for 2023 was 23.5%.
The excess tax benefit related to share-based payments is the most significant discrete item for the nine months ended September 30, 2024 and 2023, reducing the effective tax rate by 1.3% and 1.2%, respectively. The reduction to the effective tax rate for the three months ended September 30, 2024 and 2023 is 0.3% and 1.0%, respectively.
During the third quarter of 2023, the Company released a valuation allowance related to the realizability of deferred tax assets for its non-U.S. operations of $48 million as a discrete tax benefit, primarily due to the sustained profitability of its operations. This was the most significant discrete item for the three months ended September 30, 2023, reducing the effective tax rate by 4.8%. For the nine months ended September 30, 2023, the reduction to the effective tax rate was 1.1%.
The effective tax rate may vary significantly from period to period. The effective tax rate is sensitive to the geographic mix and repatriation of the Company's earnings, which may result in higher or lower effective tax rates. Therefore, a shift in the mix of profits among jurisdictions, or changes in the Company's repatriation strategy to access offshore cash, can affect the effective tax rate.
In addition, losses in certain jurisdictions cannot be offset by earnings from other operations and may require valuation allowances that affect the rate in a particular period, depending on estimates of the value of associated deferred tax assets which can be realized. A valuation allowance was recorded to reduce deferred tax assets to the amount that the Company believes is more likely than not to be realized. The effective tax rate is also sensitive to changes in unrecognized tax benefits, including the impact of settled tax audits and expired statutes of limitations.
The Company has established liabilities for uncertain tax positions in relation to potential assessments in the jurisdictions in which it operates. In the third quarter of 2024, the Company received closure notices and assessments from the U.K. tax authority in relation to its 2016-2020 examinations which disallowed certain interest expense deductions. The Company has appealed the assessments and resolving this matter through litigation or alternative dispute resolution may take several years. The Company believes the resolution of tax matters will not have a material effect on the consolidated financial position of the Company. However, an adverse resolution of tax matters could have a material impact on the Company's net income or cash flows and on its effective tax rate in a particular future period. It is reasonably possible that the total amount of unrecognized tax benefits could decrease up to approximately $66 million within the next twelve months due to settlement of audits and expiration of statutes of limitations.

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Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate. In 2021, the Organization for Economic Cooperation and Development ("OECD") released model rules for a 15% global minimum tax, known as Pillar Two. Pillar Two has now been enacted by most key non-U.S. jurisdictions where the Company operates, including the U.K. and Ireland. This minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on the Company's financial results of operations for the current period. The Company is monitoring legislative developments, as well as additional guidance from countries that have enacted legislation. We anticipate further legislative activity and administrative guidance in 2024.
As a U.S. domiciled parent holding company, the Company is the issuer of essentially all the Company's external indebtedness, and incurs the related interest expense in the U.S. The Company’s interest expense deductions are not currently limited. However, the Company may not be able to fully deduct intercompany interest on loans used to finance the Company's foreign operations.
Further, most senior executive and oversight functions are conducted in the U.S. and the associated costs are incurred primarily in the U.S. Some of these expenses may not be deductible in the U.S., which may impact the effective tax rate. Changes to the U.S. tax law in recent years have allowed the Company to repatriate foreign earnings without incurring additional U.S. federal income tax costs as foreign income is generally already taxed in the U.S. However, permanent reinvestment continues to be a component of the Company's global capital strategy. The Company continues to evaluate its global investment and repatriation strategy in light of our capital requirements and potential costs of repatriation, which are generally limited to local country withholding taxes.
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Liquidity and Capital Resources
The Company is organized as a legal entity separate and distinct from its operating subsidiaries. As the Company does not have significant operations of its own, the Company is dependent upon dividends and other payments from its operating subsidiaries to pay principal and interest on its outstanding debt obligations, pay dividends to stockholders, repurchase its shares and pay corporate expenses. The Company can also provide financial support to its operating subsidiaries for acquisitions, investments and certain parts of their business that require liquidity, such as the capital markets business of Guy Carpenter. Other sources of liquidity include borrowing facilities discussed in the Financing Cash Flows section.
The Company derives a significant portion of its revenue and operating profit from operating subsidiaries located outside of the U.S. Funds from those operating subsidiaries are regularly repatriated to the U.S. out of annual earnings. At September 30, 2024, the Company had approximately $1.7 billion of cash and cash equivalents in its foreign operations, which includes $482 million of operating funds required to be maintained for regulatory requirements or as collateral under certain captive insurance arrangements. The Company expects to continue its practice of repatriating available funds from its non-U.S. operating subsidiaries out of current annual earnings. Where appropriate, a portion of the current year earnings will continue to be permanently reinvested.
For the nine months ended September 30, 2024, the Company recorded foreign currency translation adjustments which increased net equity by $291 million. Continued weakening of the U.S. dollar against foreign currencies would further increase the translated U.S. dollar value of the Company’s net investments in its non-U.S. subsidiaries, as well as the translated U.S. dollar value of cash repatriations from those subsidiaries.
Cash and cash equivalents on our consolidated balance sheets includes funds available for general corporate purposes. Fiduciary assets are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities. Fiduciary assets cannot be used for general corporate purposes, and should not be considered as a source of liquidity for the Company.
Operating Cash Flows
The Company provided $2.3 billion of cash from operations for the nine months ended September 30, 2024, compared to $2.5 billion provided by operations in the first nine months of 2023. These amounts reflect the net income of the Company during the periods, excluding gains or losses from investments, adjusted for non-cash charges and changes in working capital which relate primarily to the timing of payments of accrued liabilities, including incentive compensation, or receipts of receivables and pension plan contributions. The Company used cash of $195 million and $215 million related to its restructuring activities for the nine months ended September 30, 2024 and 2023, respectively.
Pension Related Items
Contributions
The Company's policy for funding its tax-qualified defined benefit plans is to contribute amounts at least sufficient to meet the funding requirements set forth in accordance with applicable law. For the three and nine months ended September 30, 2024, the Company contributed $8 million and $25 million, respectively, to its U.S. defined benefit pension plans and $8 million and $42 million to its non-U.S. defined benefit pension plans, respectively. For the three and nine months ended September 30, 2023, the Company contributed $8 million and $23 million to its U.S. defined benefit pension plans, respectively, and $18 million and $50 million to its non-U.S. defined benefit pension plans, respectively.
In the U.S., contributions to the tax-qualified defined benefit plans are based on Employee Retirement Income Security Act ("ERISA") guidelines and the Company generally expects to maintain a funded status of 80% or more of the liability determined in accordance with the ERISA guidelines. For the three and nine months ended September 30, 2024, the Company made contributions of $8 million and $24 million, respectively, to its non-qualified plans, and expects to contribute approximately an additional $8 million over the remainder of 2024.
The Company also made required contributions of $1 million to its U.S. qualified plans in 2024.
Outside the U.S., the Company has a large number of non-U.S. defined benefit pension plans, the largest of which are in the U.K., which comprise approximately 79% of non-U.S. plan assets at December 31, 2023. Contribution rates for non-U.S. plans are generally based on local funding practices and statutory requirements, which may differ significantly from measurements in accordance with U.S. GAAP.
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In the U.K., the assumptions used to determine pension contributions are the result of legally-prescribed negotiations between the Company and the plans' trustee that typically occur every 3 years in conjunction with the actuarial valuation of the plans. Currently, this results in a lower funded status compared to U.S. GAAP and may result in contributions irrespective of the U.S. GAAP funded status.
In 2021, the JLT Pension Scheme was merged into the MMC U.K. Pension Fund with a new segregated JLT section created (referred to as the "JLT section"). For the first nine months of 2024, the Company made deficit contributions of $19 million to the JLT section of its U.K. plans, and does not expect to make additional contributions for the remainder of 2024.
For the MMC U.K. Pension Fund, excluding the JLT section, an agreement was reached with the trustee in the fourth quarter of 2022, based on the surplus funding position at December 31, 2021. In accordance with the agreement, no deficit funding is required at the earliest until 2026. The funding level will be re-assessed during 2025 as part of the December 31, 2024 actuarial valuation to determine if contributions are required in 2026. In December 2022, the Company renewed its agreement to support annual deficit contributions that may be required by the U.K. operating companies under certain circumstances, up to £450 million (or $604 million) over a seven year period. This is part of an agreement which gives the Company greater influence over asset allocation and overall investment decisions.
The Company expects to fund an additional $17 million to its non-U.S. defined benefit plans over the remainder of 2024, primarily to plans outside of the U.K.
Financing Cash Flows
Net cash used for financing activities was $1.8 billion for the nine months ended September 30, 2024, compared with $1.2 billion provided by financing activities for the corresponding period in 2023.
Credit Facilities
In October 2023, the Company increased its multi-currency unsecured five-year revolving credit facility (the "Credit Facility") capacity to $3.5 billion from $2.8 billion and extended the expiration to October 2028. The interest rate on the Credit Facility was initially based on LIBOR plus a fixed margin which varied with the Company's credit rating. In the second quarter of 2023, the Credit Facility was amended so that borrowings under the Credit Facility bear interest at a rate per annum, equal, at the Company's option, either at (a) SOFR benchmark rate for U.S. dollar borrowings, or (b) a currency specific benchmark rate, plus an applicable margin which varies with the Company's credit ratings. The Company is required to maintain certain coverage and leverage ratios for the Credit Facility, which are evaluated quarterly.
The Credit Facility includes provisions for determining a benchmark replacement rate in the event existing benchmark rates are no longer available or in certain other circumstances, in which an alternative rate may be required. At September 30, 2024 and December 31, 2023, the Company had no borrowings under this facility.
In October 2023, the Company terminated its one-year uncommitted revolving credit facility ("Uncommitted Credit Facility"). In the third quarter of 2023, the Company repaid $200 million of borrowings outstanding under this facility with a weighted average interest rate of 5.50%. There were no borrowings outstanding under the Uncommitted Credit Facility at September 30, 2023.
The Company also maintains other credit and overdraft facilities with various financial institutions aggregating $124 million and $113 million, at September 30, 2024 and December 31, 2023, respectively. There were no outstanding borrowings under these facilities at September 30, 2024 and December 31, 2023.
The Company also has outstanding guarantees and letters of credit with various banks aggregating $153 million and $139 million, at September 30, 2024 and December 31, 2023, respectively.
Debt
In November 2023, the Company increased its short-term commercial paper financing program (the "Program") to $3.5 billion from $2.8 billion. The Company did not have any commercial paper outstanding at September 30, 2024.
In June 2024, the Company repaid $600 million of 3.50% senior notes at maturity.
In March 2024, the Company repaid $1 billion of 3.875% senior notes at maturity.
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In February 2024, the Company issued $500 million of 5.150% senior notes due 2034 and $500 million of 5.450% senior notes due 2054. The Company used the net proceeds from these issuances for general corporate purposes.
In October 2023, the Company repaid $250 million of 4.05% senior notes at maturity.
In September 2023, the Company issued $600 million of 5.400% senior notes due 2033 and $1 billion of 5.700% senior notes due 2053. In March 2023, the Company issued $600 million of 5.450% senior notes due 2053. The Company used the net proceeds from this issuance for general corporate purposes.
The Company's senior debt is currently rated A- by Standard & Poor's ("S&P"), A3 by Moody's and A- by Fitch. The Company's short-term debt is currently rated A-2 by S&P, P-2 by Moody's and F-2 by Fitch. The Company carries a Stable outlook with S&P, Moody's and Fitch.
Pending Acquisition
In connection with the McGriff Transaction, on September 29, 2024, the Company entered into a Commitment Letter to provide the Company with a Bridge Loan Facility. The Company paid approximately $23 million for customary upfront fees related to the Commitment Letter, which will be amortized as interest expense based on the period of time the Bridge Loan Facility is expected to be in effect. The Bridge Loan Facility agreement is discussed in more detail in Note 14, Debt, in the notes to the consolidated financial statements.
Share Repurchases
For the nine months ended September 30, 2024, the Company repurchased 4.3 million shares of its common stock for $900 million. At September 30, 2024, the Company remained authorized by the Board of Directors to repurchase up to approximately $2.3 billion in shares of its common stock. There is no time limit on the authorization. For the nine months ended September 30, 2023, the Company repurchased 5.1 million shares of its common stock for $900 million.
Dividends
The Company paid dividends on its common stock shares of $1.1 billion ($2.235 per share) for the nine months ended September 30, 2024, as compared with $944 million ($1.89 per share) for the first nine months of 2023.
In September 2024, the Board of Directors of the Company declared a quarterly dividend of $0.815 per share on outstanding common stock, payable in November 2024.
Contingent and Deferred Payments Related to Acquisitions
The classification of contingent consideration in the consolidated statements of cash flows is dependent upon whether the receipt, payment, or adjustment was part of the initial liability established on the acquisition date (financing) or an adjustment to the acquisition date liability (operating).
The following amounts are included in the consolidated statements of cash flows as operating and financing activities:
For the Nine Months Ended September 30,
(In millions)20242023
Operating:
Contingent consideration payments for prior year acquisitions$(90)$(41)
Receipt of contingent consideration for dispositions— 1 
Acquisition/disposition related net charges for adjustments21 21 
Adjustments and payments related to contingent consideration$(69)$(19)
Financing:
Contingent consideration for prior year acquisitions$(73)$(135)
Deferred consideration related to prior year acquisitions (18)(52)
Payments of deferred and contingent consideration for acquisitions$(91)$(187)
Receipt of contingent consideration for dispositions$1 $2 
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For acquisitions completed during the first nine months of 2024 and in prior years, remaining estimated future contingent payments of $168 million and deferred consideration payments of $189 million, are recorded in accounts payable and accrued liabilities or other liabilities in the consolidated balance sheet at September 30, 2024.
Derivatives - 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, the Company issued €1.1 billion senior notes, and designated the debt instruments as a net investment hedge of its Euro denominated subsidiaries. The hedge is re-assessed each quarter to confirm that the designated equity balance at the beginning of each period continues to equal or exceed 80% of the outstanding balance of the Euro debt instrument and that all the critical terms of the hedging instrument and the hedged net investment continue to match. If the hedge is highly effective, the change in the debt balance related to foreign exchange fluctuations is recorded in accumulated other comprehensive loss in the consolidated balance sheets.
The U.S. dollar value of the Euro notes increased by $8 million through September 30, 2024, related to the change in foreign exchange rates. The Company concluded that the hedge was highly effective and recorded an increase to accumulated other comprehensive loss for the nine months ended September 30, 2024.
Purchase of remaining non-controlling interest
In the second quarter of 2023, the Company purchased the remaining interest in a subsidiary for $139 million.
Fiduciary Liabilities
Since fiduciary assets are not available for corporate use, they are shown separately in the consolidated balance sheets as cash and cash equivalents held in a fiduciary capacity, with a corresponding amount in current liabilities. Financing cash flows reflect an increase of $916 million and $1.2 billion for the nine months ended September 30, 2024 and 2023, respectively, related to fiduciary liabilities.
Investing Cash Flows
Net cash used for investing activities amounted to $1.2 billion for the first nine months of 2024, compared with $943 million used for investing activities for the corresponding period in 2023.
The Company paid $1 billion and $619 million, net of cash, cash equivalents and cash and cash equivalents held in a fiduciary capacity acquired, for acquisitions it made during the first nine months of 2024 and 2023, respectively. The outflow of funds in 2024 relates primarily to the acquisitions of the Horton Group, Inc. and Fischer Brown Bottrell Insurance Inc., for $705 million. The outflow of funds in 2023 primarily relates to the completion of the Westpac Transaction for $233 million and the Graham Company acquisition for $307 million.
On January 1, 2024, the Company sold its Mercer U.K pension administration and U.S. health and benefits administration businesses for approximately $114 million, comprising of cash proceeds of $30 million and deferred consideration of $84 million. The Company received $76 million of deferred consideration during the third quarter of 2024.
In connection with the disposition of Mercer's U.S. affinity business in 2022, the Company transferred to the buyer an additional $20 million of cash and cash equivalents held in a fiduciary capacity during the first quarter of 2023.
The Company's additions to fixed assets and capitalized software, which amounted to $240 million for the nine months ended September 30, 2024, and $296 million for the nine months ended September 30, 2023, related primarily to software development costs, the refurbishing and modernizing of office facilities, and technology equipment purchases.
Cash used for long-term investments for the nine months ended September 30, 2024 is due to investments in private equity funds. At September 30, 2024, the Company has commitments for potential future investments of approximately $120 million in private equity funds that invest primarily in financial services companies.
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Commitments and Obligations
The following sets forth the Company’s future contractual obligations by the type at September 30, 2024:
 Payment due by Period
(In millions)  
TotalWithin
1 Year		1-3 Years4-5 YearsAfter
5 Years
Current portion of long-term debt519 519 — — — 
Long-term debt12,433 — 1,254 1,544 9,635 
Interest on long-term debt9,128 554 1,044 987 6,543 
Net operating leases2,204 375 664 444 721 
Service agreements400 182 164 54 — 
Other long-term obligations (a)
436 123 285 27 1 
Total$25,120 $1,753 $3,411 $3,056 $16,900 
(a)Primarily reflects the future payments of deferred and contingent purchase consideration.
The table does not include the liability for unrecognized tax benefits of $122 million as the Company is unable to reasonably predict the timing of settlement of these liabilities, other than approximately $54 million that may become payable within one year. The table also does not include the remaining transitional tax payments related to the Tax Cuts and Jobs Act (the "TCJA") of $48 million, which will be paid in installments from 2025 through 2026.
Management’s Discussion of Critical Accounting Policies and Estimates
The Company’s discussion of critical accounting policies and estimates that place the most significant demands on management’s judgment and requires management to make significant estimates about matters that are inherently uncertain are discussed in the MD&A in the 2023 Form 10-K.
New Accounting Pronouncements
Note 19, New Accounting Pronouncements, in the notes to the consolidated financial statements in this report, contains a discussion of recently issued accounting guidance and their impact or potential future impact on the Company’s financial results, if determinable.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk.
Market Risk and Credit Risk
Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.
Interest Rate Risk and Credit Risk
Interest income generated from the Company's cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity will vary with the general level of interest rates.
The Company had the following investments subject to variable interest rates:
(In millions)September 30, 2024December 31, 2023
Cash and cash equivalents$1,798 $3,358 
Cash and cash equivalents held in a fiduciary capacity$11,923 $10,794 
Based on the above balances at September 30, 2024, if short-term interest rates increased or decreased by 10%, or 46 basis points, for the year, annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately $16 million.
Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension cost. The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year. Assumptions used to determine net periodic cost for 2024 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements included in our most recently filed Annual Report on Form 10-K. For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Discussion of Critical Accounting Policies and Estimates - Retirement Benefits" section of our most recently filed Annual Report on Form 10-K.
In addition to interest rate risk, our cash investments and fiduciary cash investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board-approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and will further restrict the portfolio as appropriate to market conditions. The majority of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity are invested in bank or short-term time deposits and liquid money market funds.
Foreign Currency Risk
The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 53% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expense are in the functional currency of the foreign location. As such, under normal circumstances, the U.S. dollar translation of both the revenue and expense, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tend to mitigate the impact on net operating income of foreign currency risk.
However, there have been periods where the impact was not mitigated due to external market factors, and external macroeconomic events may result in greater foreign exchange rate fluctuations in the future. If foreign exchange rates of major currencies (Euro, British Pound, Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar that held constant over the course of the year, the Company estimates that full year net operating income would increase or decrease by approximately $87 million. The Company has exposure to over 80 foreign currencies. If exchange rates at September 30, 2024, hold constant for the rest of 2024, the Company estimates the year-over-year impact from the conversion of foreign currency earnings will decrease full year net operating income by approximately $27 million.
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In Continental Europe, the largest amount of revenue from renewals for the Risk and Insurance Services segment occurs in the first quarter.
Equity Price Risk
The Company holds investments at September 30, 2024 in both public and private companies as well as private equity funds, including investments of approximately $19 million that are valued using readily determinable fair values and approximately $21 million of investments without readily determinable fair values. The Company also has investments of approximately $275 million that are accounted for using the equity method. The investments are subject to risk of decline in market value, which, if determined to be other than temporary for assets without readily determinable fair values, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.
Other
A number of lawsuits and regulatory proceedings are pending. See Note 17, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included in this report.
Item 4. Controls & Procedures.
a. Evaluation of Disclosure Controls and Procedures
Based on their evaluation, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) are effective.
b. Changes in Internal Control
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1.     Legal Proceedings.
The Company and its subsidiaries are also party to a variety of other legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business. Additional information regarding certain legal proceedings and related matters as set forth in Note 17, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements provided in Part I of this report is incorporated herein by reference.
Item 1A. Risk Factors.
The Company and its subsidiaries face a number of risks and uncertainties. In addition to the other information in this report and our other filings with the SEC, readers should consider carefully the risk factors discussed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023.
If any of the risks described in our Annual Report on Form 10-K or such other risks actually occur, our business, results of operations or financial condition could be materially adversely affected.
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Repurchases of Equity Securities
For the nine months ended September 30, 2024, the Company repurchased 4.3 million shares of its common stock for $900 million. At September 30, 2024, the Company remained authorized to repurchase up to approximately $2.3 billion in shares of its common stock. There is no time limit on the authorization.
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
July 1-31, 2024609,668 $216.5102 609,668 $2,432,087,177 
August 1-31, 2024374,890 $221.9134 374,890 $2,348,894,077 
September 1-30 2024373,699 $226.9375 373,699 $2,264,087,742 
Total1,358,257 $220.8704 1,358,257 $2,264,087,742 
Item 3.      Defaults Upon Senior Securities.
None.
Item 4.      Mine Safety Disclosure.
Not Applicable.
Item 5.      Other Information.
None.
Item 6.      Exhibits.
See the Exhibit Index immediately following the signature page of this report, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:October 17, 2024/s/ Mark C. McGivney
 Mark C. McGivney
 Chief Financial Officer
Date:October 17, 2024/s/ Stacy M. Mills
Stacy M. Mills
 Vice President & Controller
 (Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit No.Exhibit Name
2.1Agreement and Plan of Merger by and among TIH Blocker II, Inc., Marsh & McLennan
Agency, LLC, BD Merger Sub, Inc. and TIH Platform Midco, L.P., dated as of September
29, 2024 (incorporated by reference to the Company's Current Report on Form 8-K filed on September 30, 2024)
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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