Item 1.01 Entry into a Material Definitive Agreement

On May 7, 2020, Marsh & McLennan Companies, Inc. (the "Company") closed its previously announced sale of $750 million aggregate principal amount of its 2.250% Senior Notes due 2030 ("Notes").

The Notes were registered under the Company's effective shelf registration statement on Form S-3 (Registration No. 333-226427) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on July 30, 2018 and were offered by means of the Company's prospectus dated July 30, 2018, as supplemented by the prospectus supplement dated May 4, 2020.

The Notes were issued on May 7, 2020 pursuant to the Indenture dated July 15, 2011, by and between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as supplemented by the Thirteenth Supplemental Indenture (the "Supplemental Indenture"), dated as of May 7, 2020, by and between the Company and the Trustee, filed as Exhibit 4.1 and incorporated herein by reference to the Company's Current Report on Form 10-K dated February 20, 2020. The form of the Notes is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

In connection with the offering of the Notes, the Company is filing an Underwriting Agreement, entered into by the Company and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, attached hereto as Exhibit 1.1.

The foregoing descriptions of the Underwriting Agreement, the Supplemental Indenture and the Notes contained herein are summaries and are qualified in their entirety by the Underwriting Agreement, the Supplemental Indenture and the forms of Notes attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively.

Item 8.01 Other Events

A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated May 4, 2020, between Marsh &
                 McLennan Companies, Inc. and BofA Securities, Inc. and Citigroup
                 Global Markets Inc., as representatives of the several underwriters
                 named therein.

    4.1            Thirteenth Supplemental Indenture, dated May 7, 2020, between
                 Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as
                 trustee.

    4.2            Form of 2.250% Senior Notes due 2030 (included in Exhibit 4.1
                 above).

    5.1            Opinion of Davis Polk & Wardwell LLP.

   23.1            Consent of Davis Polk & Wardwell (included in Exhibit 5.1 above).


   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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