DESCRIPTION OF NOTES
The Notes will be senior debt issued under an indenture dated as of July 15, 2011 between Marsh & McLennan Companies, Inc.
and The Bank of New York Mellon, as trustee (the Trustee), as previously supplemented and as to be further supplemented by an eighteenth supplemental indenture to be dated as of February 20, 2024 (collectively, the
indenture).
General Terms of Notes
Interest and principal will be payable in U.S. dollars. The Notes will be issued only in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. There will be no sinking fund payments for the Notes.
The security registrar, transfer agent and calculation
agent for the Notes will be The Bank of New York Mellon until such time as a successor security registrar, transfer agent or calculation agent is appointed.
Initially, the 2034 Notes will be limited to $500,000,000 aggregate principal amount, and the 2054 Notes will be limited to $500,000,000
aggregate principal amount.
We may, without the consent of the noteholders, issue additional notes having the same ranking and the same
interest rate, maturity and other terms as the Notes of either series offered by this prospectus supplement (except for the issue date, the public offering price, the payment of interest accruing prior to the issue date of such additional notes and
the first payment of interest following such issue date). Any such additional notes will be a part of the series having the same terms as the applicable Notes offered hereby, provided that, if any additional notes subsequently issued are not
fungible for U.S. federal income tax purposes with any Notes of the same series previously issued, such additional notes shall trade under a separate CUSIP number.
Interest and Maturity Date
The 2034
Notes will bear interest at 5.150% per year, and the 2054 Notes will bear interest at 5.450% per year. Interest on the 2034 Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on
September 15, 2024. Interest on the 2054 Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024.
Interest on the 2034 Notes will accrue from February 20, 2024 or from the most recent date to which interest has been paid or provided
for. Interest on the 2054 Notes will accrue from February 20, 2024 or from the most recent date to which interest has been paid or provided for.
Interest on the Notes will be paid to holders of record on the record date immediately preceding the interest payment date. Interest on the
Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an interest payment date for the Notes falls on a day that is not a business day, the
interest payment shall be postponed to the next succeeding business day, and no interest on such payment shall accrue for the period from and after such interest payment date. It will be an event of default under the indenture if we fail to pay
interest when due and such failure continues for 30 days.
The 2034 Notes will mature on March 15, 2034. The 2054 Notes will mature
on March 15, 2054. If the maturity date for the Notes of either series falls on a day that is not a business day, the principal of and interest on such Notes shall be due on the next succeeding business day, and no interest on such payment
shall accrue for the period from and after the maturity date.
Ranking
The Notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and will rank equally with all of our other senior
unsecured indebtedness from time to time outstanding. As of December 31,
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