MRSHMarsh McLennan

In December 2023, September 2025, the FASB issued an accounting standard update on income tax disclosures, primarily related which amends certain aspects of the accounting for and disclosure for internal-use software costs. The new guidance removes references to software development project stages so that it is neutral to different software development methods, including methods that entities may use to develop software in the rate reconciliation and income taxes paid information. future. The new guidance requires public business entities, on an annual basis, disclose specific categories in entity to capitalize software costs when: (1) Management has authorized and committed to funding the rate reconciliation software project and provide additional information for reconciling items (2) It is probable that meet a quantitative threshold. the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold"). In addition, all entities are evaluating the probable-to-complete recognition threshold, an entity is required to disclose on an annual basis consider whether there is significant uncertainty associated with the amount development activities of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes, and by individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid, net of refunds received. software. The new guidance is effective for annual reporting periods beginning after December 15, 2024. 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. An entity should apply permitted as of the amendments in the standard prospectively, even though retrospective application is permitted. beginning of an annual reporting period. The Company is currently evaluating the guidance and expects it to only its impact disclosures with no impact to on results of operations, cash flows, or financial condition.

The year-over-year change in the funded status of the Company's pension plans is impacted by the difference between actual and assumed results, particularly with regard to return on assets, and changes in the discount rate, as well as the amount of Company contributions, if any. Unrecognized actuarial losses as of at December 31, 2024, 2025, were approximately $1.4 billion and $3.5 $3.9 billion for the U.S. plans and non-U.S. plans, respectively, compared with losses of $1.3 $1.4 billion and $3.2 $3.5 billion at December 31, 2023. The increase in the U.S. is primarily due to lower than expected returns on plan assets. 2024. The increase in the non-U.S. plans is primarily due to lower than expected returns on plan assets partly and the impact of foreign exchange, partially offset by increases in the discount rates used to measure plan liabilities and the impact of foreign exchange. In the past several years, the amount of unamortized losses has been significantly impacted, both positively and negatively, by actual asset performance and changes in discount rates. The discount rate used to measure plan liabilities for the Company's U.S. and U.K. plans increased in 2024, decreased in 2023 and increased in 2022. An increase in the discount rate decreases the measured plan benefit obligation, resulting in actuarial gains, while a decrease in the discount rate increases the measured plan obligation, resulting in actuarial losses. In 2024, the Company's defined benefit pension plan assets had gains of 2.2% and losses of 5.0% in the U.S. and U.K., respectively, as compared to gains of 9.3% and 4.1% in the U.S. and U.K., respectively, in 2023. liabilities.

•From 2014, Marsh Ltd. was engaged by Greensill Capital (UK) Limited and its affiliates as its insurance broker. Marsh Ltd. placed a number of trade credit insurance policies for Greensill. On March 1, 2021, Greensill filed an action against certain of its trade credit insurers in Australia seeking a mandatory injunction compelling these insurers to renew coverage under expiring policies. Later that day, the Australian court denied Greensill’s application. Since then, a number of Greensill entities have filed for, or been subject to, insolvency proceedings, and several litigations and investigations have been commenced in the U.K., Australia, Germany, Switzerland and the U.S., including claims brought by Greensill's administrators and loss payees under Greensill's trade credit insurance policies. In June 2023, White Oak, one such loss payee, filed a claim The applicants in the High Court of Justice in London against Marsh Ltd., related to White Oak’s purchase of accounts receivable from Greensill. In November 2023, Credit Suisse, another loss payee, added Marsh Ltd. as a party to the omnibus trade credit insurance policy litigation among Greensill and its insurers and loss payees in Australia. In November 2024, Greensill Bank AG (in insolvency), an affiliate of Greensill and an insured entity under the policies, added Marsh Pty Ltd as a party to the same omnibus litigation in Australia. The claims by the loss payees allege that Marsh Ltd. failed to take required steps to make complete and accurate representations to them in their respective capacities as loss payees and, in the case of White Oak, that Marsh Ltd. either knew certain representations to be false or was reckless as to the truth or falsity of the same. In February 2025, Greensill Bank AG circulated an example draft pleading and sought Marsh Ltd.'s consent to amend their claims in the omnibus litigation to join Marsh Ltd. If Marsh Ltd. does not consent, they indicated their intention to seek an order from the Australian court to join Marsh Ltd. to the omnibus litigation.

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 access authorization, employee misconduct and incidents resulting from human error, such as emails sent to the wrong recipient, loss of portable and other data storage devices or misconfiguration of software or hardware resulting in inadvertent exposure of personal, sensitive, confidential or proprietary information or reduction of system availability. Like many companies, we are also subject to social engineering attacks such as WhatsApp scams and regular phishing email campaigns directed at our employees that can result in malware infections, fraud and data loss. Although these incidents have resulted in data loss and other damages, to date, they have not had a material adverse effect on our business or operations. In the future, these types of incidents could result 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 made public, which could have a material adverse effect on our business. In the event of a cyberattack, we might have to take our systems offline, which could interfere with services to our clients or damage our reputation. A cyberattack may also result in systems or data being encrypted or otherwise unavailable due to ransomware or other malware. We also may be unable to detect an incident, assess its severity or impact, or appropriately respond in a timely or adequate manner. In addition, our liability insurance, which includes cyber insurance, may not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related data and system incidents. Further, we cannot be sure that our existing coverage will continue to be available on acceptable terms or at all or that our insurers will not deny coverage as to any future claim.