Item 1.01 Entry into a Material Definitive Agreement

On December 8, 2021, Marsh & McLennan Companies, Inc. (the "Company") closed its previously announced sale of $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 Notes were issued on December 8, 2021 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 Fourteenth Supplemental Indenture (the "Supplemental Indenture"), dated as of December 8, 2021, by and between the Company and the Trustee, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The forms of the 2031 Notes and 2051 Notes are attached hereto as Exhibits 4.2 and 4.3, respectively, and are incorporated herein by reference.

The foregoing descriptions of the Supplemental Indenture and the Notes contained herein are summaries and are qualified in their entirety by the Supplemental Indenture and the forms of Notes attached hereto as Exhibits 4.1, 4.2 and 4.3, 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

4.1           Fourteenth Supplemental Indenture, dated December 8, 2021, between
            Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as
            trustee.

4.2           Form of 2.375% Senior Notes due 2031 (included in Exhibit 4.1
            above).

4.3           Form of 2.900% Senior Notes due 2051 (included in Exhibit 4.1
            above).

5.1           Opinion of Davis Polk & Wardwell.

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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