Marsh McLennan (MRSH) Risk Factor Changes

•the pricing policies of our competitors;

Our Consulting segment, conducted through Mercer and Marsh Management Consulting, represented 36% of our total revenue in 2025.

The ways in which insurance intermediaries are compensated receive scrutiny from regulators in part because of the potential for anti-competitive behavior and conflicts of interest.

A significant portion of our Risk and Insurance Services revenue consists of commissions paid to us out of the premiums that insurers and reinsurers charge our clients for coverage.

which would adversely impact our commission revenue and other revenue based on premiums placed and services provided by us.

Our Risk and Insurance Services segment, conducted through Marsh Risk and Guy Carpenter, represented 64% of the Company's total revenue in 2025.

•our ability to obtain dividends or repatriate funds from our non-U.S.

•the implementation of the Organization for Economic Cooperation and Development (OECD) international tax framework, including the implementation of the Pillar Two minimum tax regime (and the "side-by-side" arrangemen…

•unexpected increases in taxes or changes in U.S.

We conduct business globally.

Our effective tax rate may fluctuate in the future as a result of the current U.S.

At December 31, 2025, we had total consolidated debt outstanding of approximately $19.6 billion.

•macroeconomic factors such as changes in foreign exchange rates, interest rates and global public and private capital markets, particularly in the case of Mercer, where fees in its investments business and certain ot…

•potential limitations on the clients or industries we serve resulting from increased regulation or changing stakeholder expectations on sustainability issues;

Approximately 51% of our total revenue reported in 2025 was from business outside of the U.S.

The Company has significant defined benefit pension obligations to its current and former employees, totaling approximately $11.7 billion, and related plan assets of approximately $13.1 billion, at December 31, 2025 i…

Our business depends on our ability to obtain payment from our clients of the amounts they owe us for the work we perform.

We have a history of making acquisitions and investments, including a total of 102 in the period from 2021 to 2025, including our acquisitions of McGriff Insurance Services, LLC ("McGriff") and Gerolamo Holding S.À.R.L.

If we experience a local or regional disaster or other business continuity event, such as an earthquake, hurricane, flood, terrorist attack, pandemic, war or other geopolitical tensions, protests or riots, security br…

Moreover, public opinion and potential legal actions regarding business responsibility initiatives remain highly dynamic and can vary across stakeholders and geographies.

continues to evolve, with new laws and reporting requirements introduced across various jurisdictions, including in the U.S., the U.K., the European Union (E.U.) and Australia.

Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our business responsibility practices and disclosure may impose additional costs on us or e…

Losing colleagues who manage or support substantial client relationships or possess substantial experience or expertise could adversely affect our ability to secure and complete client engagements, which could adverse…

Across all of our businesses, our colleagues are critical to developing and retaining client relationships as well as performing the services on which our revenues are earned.

We are actively investing in generative AI tools.

We depend in large part on our technology systems for conducting business, as well as for providing the data and analytics we use to manage our business.

Many statutory requirements, both in the U.S.

In addition to data protection and data privacy laws, foreign countries and U.S.

At the U.S.

We have experienced data incidents and cybersecurity breaches, such as malware incursions (including computer viruses and ransomware), vulnerabilities in the software on which we rely, users exceeding their data acces…

We have numerous vendors and other third parties who receive personal information from us in connection with the services we offer our clients and our employees.

Cyberattacks are increasing in frequency and evolving in nature.

The U.S.

In establishing liabilities for E&O claims in accordance with U.S.

For example, the war in Ukraine, the conflict throughout the Middle East, including heightened regional instability and tensions involving Iran, and recent developments in Latin America, have resulted in worldwide geo…

Geopolitical and macroeconomic conditions, including from multiple major wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange…

•Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our business responsibility practices and disclosure may impose additional costs on us or…

as a result of the revenue our businesses receive from healthcare-related services including our consulting advice to clients from different areas of the healthcare industry.

U.S., paid by insurers based on factors such as volume or profitability.

certain other business lines are derived from the value of assets under management, advisement or administration; and

prescribed negotiations between the Company and the plan trustees.

We have a history of making acquisitions and investments, including a total of 86 in the period from 2020 to 2024, including our recent acquisition of McGriff Insurance Services, LLC ("McGriff") and Gerolamo Holding S…

partnerships with technology companies as part of our growth strategy, as well as investments in technology, including generative AI, and infrastructure to support our own systems.

Many statutory requirements, both in the U.S.

law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols.

•client demand for cost savings through the use of AI and automation, and

•our ability to move relevant staff to client locations when on-site presence is required for our services;

Demand for many types of insurance and reinsurance generally rises or falls as economic growth expands or slows.

The Program will generate savings from process and automation efficiencies and optimization of our global operating model.

In 2025, we launched a three-year program, Thrive, which focuses on our brand strategy, delivering greater value to clients, accelerating growth and improving efficiency (the "Program").

We may not be able to fully realize the benefits of our Thrive program and Business Client Services.

Foreign Currency Risk" in Part II, Item 7A ("Quantitative and Qualitative Disclosures about Market Risk") of this report.

Southeast Asia, in which we operate or are investing additional capabilities that are subject to higher potential threat of terrorist attacks or geopolitical conflicts.

entered the insurance and reinsurance risk transfer market offering products and capital directly to our clients that serve as substitutes for traditional insurance.

There is continued focus, including from governmental organizations, regulators, investors, colleagues and clients, on matters related to environmental stewardship and sustainability, strategies to foster a vibrant an…

companies has resulted in, and our use of AI may in the future result in, data incidents and cybersecurity breaches.

framework for covered businesses, including various obligations imposed on them related to the personal information they collect and use, and offer various rights for their state residents.

in personal, sensitive, confidential or proprietary information, including client, employee or Company data, being lost or stolen, surreptitiously modified, rendered inaccessible for any period of time, or maliciously…

Our increasing reliance on software-as-a-service ("SaaS") cloud solutions and other cloud-based vendors to support critical business operations also exposes us to risks associated with the availability, security, and…

law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols.

outcome in a particular matter could have a material adverse effect on the Company's business, results of operations or financial condition.

•We may not be able to fully realize the benefits of our Thrive program and Business Client Services;