Item 1.01 Entry into a Material Definitive Agreement

On December 1, 2021, Marsh & McLennan Companies, Inc. (the "Company") entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc. and HSBC Securities (USA) Inc. as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Underwriters agreed to purchase from the Company $400 million aggregate principal amount of its 2.375% Senior Notes due 2031 (the "2031 Notes") and $350 million aggregate principal amount of its 2.900% Senior Notes due 2051 (the "2051 Notes" and, together with the 2031 Notes, the "Notes.")

The Notes were registered under the Company's effective shelf registration statement on Form S-3 (Registration No. 333-258194) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on July 27, 2021 and were offered by means of the Company's prospectus dated July 27, 2021, as supplemented by the prospectus supplement dated December 1, 2021.

The closing of the sale of the Notes is expected to occur on December 8, 2021, subject to the satisfaction of customary closing conditions. The Notes will be issued 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, to be supplemented by a fourteenth supplemental indenture by and between the Company and the Trustee, to be dated as of December 8, 2021, which will be filed with the SEC on a subsequent Current Report on Form 8-K.

The foregoing description of the underwriting agreement is qualified in its entirety by the underwriting agreement included as Exhibit 1.1 hereto and incorporated by reference herein.

Item 8.01 Other Events

On December 1, 2021, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
  No.                                    Description

1.1           Underwriting Agreement, dated December 1, 2021, by and among Marsh &
            McLennan Companies, Inc. and BofA Securities, Inc., Citigroup Global
            Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC,
            Barclays Capital Inc. and HSBC Securities (USA) Inc., as
            representatives of the several underwriters named therein.

99.1          Pricing Press Release issued by Marsh & McLennan Companies, Inc. on
            December 1, 2021.

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




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