Willis Towers Watson (WTW) 10-K risk factor changes: FY2021 vs FY2021

[removed: Strategic, Operational] [added: Strategic] and [removed: Technology] [added: Operational Transformation] Risks

[We have been impacted by the COVID-19 pandemic and may be substantially and negatively impacted by [removed: it] [added: COVID-19 or other pandemics] in the [removed: future.](#rf_3)][added: future.](#rf_10)]

[The sale of Willis Re to Gallagher, including transitional [removed: arrangements and pending transactions,] [added: arrangements,] creates incremental business, operational, regulatory and reputational [removed: risks.](#rf_4)][added: risks.](#rf_43)]

[Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could [removed: materially adversely] [added: substantially and negatively] affect [removed: us.](#rf_5)][added: us.](#rf_7)]

[Our ability to successfully manage ongoing organizational changes could impact our business results, where the level of costs and/or disruption may be significant and change over time, and the benefits may be less than we originally [removed: expect.](#rf_6)][added: expect.](#rf_3)]

[removed: [Changes] [added: [We depend on the continued services of our executive officers, senior management team, and skilled individual contributors, and any changes] in our management structure and in senior leadership could affect our business and financial [removed: results.](#rf_7)][added: results.](#rf_44)]

[The loss of key colleagues or a large number of colleagues could damage or result in the loss of client relationships and could result in such colleagues competing against [removed: us.](#rf_8)][added: us.](#rf_45)]

[Data [added: and cyber] security breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational [removed: harm or] [added: harm, and/or] legal [removed: liability.](#rf_9)][added: liability.](#rf_20)]

[From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business and financial [removed: condition.](#rf_10)][added: condition.](#rf_50)]

[As a highly regulated company, we are subject from time to time to inquiries or investigations by governmental agencies or regulators that could have a material adverse effect on our business or results of [removed: operations.](#rf_11)][added: operations.](#rf_51)]

We face risks when we acquire or divest businesses, and we could have difficulty in acquiring, integrating or managing acquired businesses, or with effecting internal reorganizations, all of which could harm our business, financial condition, results of operations or [removed: reputation.](#rf_12)][added: reputation.](#rf_4)]

[Our inability to successfully [added: mitigate and] recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational [removed: harm or] [added: harm, and/or] legal [removed: liability.](#rf_13)][added: liability.](#rf_47)]

[removed: [Interruption] [added: [Material interruption] to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational [removed: harm or] [added: harm, and/or] legal [removed: liability.](#rf_14)][added: liability.](#rf_48)]

[The United Kingdom’s exit from the European Union, which occurred on January 31, 2020, and the risk that other countries may follow, could adversely affect [removed: us.](#rf_15)][added: us.](#rf_54)]

[Allegations of conflicts of [removed: interest,] [added: interest or anti-competitive behavior,] including in connection with accepting market derived income (‘MDI’), may have a material adverse effect on our business, financial condition, results of operation or [removed: reputation.](#rf_16)][added: reputation.](#rf_52)]

[Our business performance and growth plans could be negatively affected if we are not able to effectively apply technology, data and analytics to drive value for our clients through technology-based solutions or gain internal efficiencies through the effective application of technology, analytics and related [removed: tools.](#rf_18)][added: tools.](#rf_5)]

[Our business may be harmed by any negative developments that may occur in the insurance industry or if we fail to maintain good relationships with insurance [removed: carriers.](#rf_19)][added: carriers.](#rf_18)]

Legal, [removed: Non-Financial/Tax Regulatory] [added: Non-Financial/Regulatory] and Compliance Risks

[Our inability to comply with complex and evolving laws and regulations related to data privacy and [removed: cyber security] [added: cybersecurity] could result in material financial loss, regulatory actions, reputational harm [removed: or] [added: and/or] legal [removed: liability.](#rf_20)][added: liability.](#rf_21)]

[In conducting our businesses around the world, we are subject to political, economic, legal, regulatory, cultural, market, operational and other risks that are inherent in operating in many [removed: countries.](#rf_21)][added: countries.](#rf_22)]

[Sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia), and related counter-sanctions, could have a material adverse impact on our operations or financial [removed: results.](#rf_22)][added: results.](#rf_23)]

[Our business will be negatively affected if we are not able to anticipate and keep pace with rapid changes in government laws or regulations, or if government laws or regulations decrease the need for our services or increase our [removed: costs.](#rf_23)][added: costs.](#rf_24)]

[Our compliance systems and controls cannot guarantee that we comply with all applicable federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in applicable laws and regulations in the jurisdictions in which we operate could have an adverse effect on our [removed: business.](#rf_24)][added: business.](#rf_25)]

[Changes and developments in the health insurance system in the United States could harm our [removed: business.](#rf_25)][added: business.](#rf_27)]

[Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of [removed: others.](#rf_26)][added: others.](#rf_49)]

[The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our [removed: securities.](#rf_27)][added: securities.](#rf_41)]

Financial and Related [removed: Regulatory, Including Tax,] [added: Regulatory] Risks

[If a U.S. person is treated as owning at least 10% of our shares, such a holder may be subject to adverse U.S. federal income tax [removed: consequences.](#rf_31)][added: consequences.](#rf_36)]

[Legislative or regulatory action or developments in case law in the U.S. or elsewhere could have a material adverse impact on our worldwide effective corporate tax [removed: rate.](#rf_32)][added: rate.](#rf_37)]

[Our significant non-U.S. operations, particularly our London market operations, expose us to exchange rate fluctuations and various other risks that could impact our [removed: business.](#rf_33)][added: business.](#rf_31)]

[Changes in accounting principles or in our accounting estimates and assumptions could negatively affect our financial position and results of [removed: operations.](#rf_34)][added: operations.](#rf_32)]

[Our quarterly revenue and cash flow could fluctuate, including as a result of factors outside of our control, while our expenses may remain relatively fixed or be higher than [removed: expected.](#rf_35)][added: expected.](#rf_33)]

[Increasing scrutiny and changing expectations from investors, clients and our colleagues with respect to our environmental, social and governance (‘ESG’) practices may impose additional costs on us or expose us to reputational or other [removed: risks.](#rf_36)][added: risks.](#rf_53)]

[We are a holding company and, therefore, may not be able to receive dividends or other distributions in needed amounts from our [removed: subsidiaries.](#rf_38)][added: subsidiaries.](#rf_35)]

With respect to the tax-related consequences of acquisition, [removed: ownership] [added: ownership,] and disposal of ordinary shares, you should consult with your own tax advisors.

Our future growth, [removed: profitability] [added: profitability,] and cash flows largely depend upon our ability to successfully establish and execute our global business strategy.

[removed: We may] [added: We may] not be able to fully realize the anticipated benefits of our growth strategy.

We have stated certain goals at our 2021 Investor Day and our outlook for the next several years, including with respect to our cash flows, our growth and margin [removed: targets] [added: targets,] and our share [removed: repurchases.][added: repurchases, and in 2022, in light of the completion of the divestiture of our Russian subsidiaries to local management (and updated conditions and assessments about the impact of the divestiture on future revenue and expenses), we recast our previously stated outlook and financial targets.]

[removed: New] [added: Our] initiatives aiming to implement [removed: such] [added: our recast targets and future financial] objectives pose potential operational risks and may result in distraction of management and employees.

There can be no assurance that our actual results will meet these [added: recast] financial goals.

Business Environment Risks

[Our business, financial condition, results of operations, and long-term goals may continue to be adversely affected, possibly materially, by negative impacts on the global economy and capital markets resulting from the war between Russia and Ukraine or any other geopolitical tensions.](#rf_9)

[Macroeconomic trends, including inflation, increased interest rates and trade policies could continue to adversely affect our business, results of operations or financial condition.](#rf_19)

Human Capital Risks

[Failure to maintain our corporate culture, including in a remote or hybrid work environment, could damage our reputation.](#rf_46)

Intellectual Property, Technology, Cybersecurity and Data Protection Risks

[While we have incorporated provisions for the use of successor benchmarks in our existing external and intercompany floating-rate facilities which use the London Interbank Offered Rate (‘LIBOR’) as a reference rate, there remains uncertainty as to how the anticipated discontinuation of LIBOR may affect the market for or pricing of any LIBOR-linked securities, loans, derivatives, and other financial obligations which we may seek to obtain in the future.](#rf_55)

Tax Risks

Risks Related to Being an Irish-Incorporated Company

[As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure.](#rf_42)

Our financial performance, including our business results, financial condition, result of operations, cash flows and price of our ordinary shares, is subject to various risks and uncertainties, including as described in this Item 1A of Part I of our Annual Report.

Risks in this section are grouped into categories; the headings of these categories are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of any of the risk factors described herein.

Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence solely because they have been grouped by categories.

Strategic and Operational Transformation Risks

We may have difficulty attracting, training, and retaining the talent that we need to successfully manage this change.

significant organizational change and transformation.

Business Environment Risks

Our business, financial condition, results of operations, and long-term goals may continue to be adversely affected, possibly materially, by negative impacts on the global economy and capital markets resulting from the war between Russia and Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption as a result of the war between Russia and Ukraine.

Although the length and impact of the ongoing situation is highly unpredictable, as the war in Ukraine continues, it has and could continue to lead to further market disruptions.

Additionally, during the first quarter of 2022, we announced our intention to transfer ownership of our Russian subsidiaries to local management who will operate independently in the Russian market.

Due to the sanctions and prohibitions on certain types of business and activities, we deconsolidated our Russian entities on March 14, 2022.

The transfer of our Russian subsidiaries to local management was completed on agreed-upon terms on July 18, 2022, and the transfer was registered in Russia on July 25, 2022.

The deconsolidation in the first quarter of 2022 resulted in a loss of $57 million.

Further, total net assets impaired, including accounts receivable balances related to our Russian business that are held outside of our Russian entities, were $81 million during the year ended December 31, 2022.

The Russian entities comprised approximately 1% of consolidated WTW revenue for 2021, primarily within our Risk & Broking segment.

Our Russian operation was a high-margin business and the lost profits from our Russian operations have impacted and are anticipated to continue to impact operating income and cash flow.

Sanctions imposed by the U.S., the E.U., the U.K. and other countries on Russia, as well as Russian counter-sanctions, are extensive.

Additional sanctions and penalties have also been enacted, proposed and/or threatened.

Russian actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

The ramifications of the hostilities and sanctions, however, may not be limited to Russia and Russian companies but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas.

Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility and could cause severe negative effects on regional and global economic markets, industries, and companies.

In addition, Russia may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and companies.

The extent and duration of the Russian actions or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted.

For additional sanctions-related risks, also see ‘*Sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia), and related counter-sanctions, could have a material adverse impact on our operations or financial results’* below.

Any of the above-mentioned factors, or other geopolitical tensions, could adversely affect our business, prospects, financial condition, and operating results.

The extent and duration of the crisis, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

For additional economic risks, also see ‘*Macroeconomic trends, including inflation, increased interest rates and trade policies could continue to adversely affect our business, results of operations or financial condition’* below.

Harm to our reputation can arise from numerous

In addition, as part of providing services to clients and managing our business, we not only depend on a number of third-party service providers and suppliers today, but we expect to engage the services of new third parties in the future as we continue to implement our operational transformation programs.

[It is unclear how increased regulatory oversight and changes in the method for determining as well as the anticipated discontinuation of the London Interbank Offered Rate (‘LIBOR’) may affect the value of the financial obligations to be held or issued by us that are linked to LIBOR, or how such changes could affect our results of operations or financial condition.](#rf_37)

Also, travel restrictions have caused the postponement, modification or cancellation of various conferences and meetings around the world and adversely impacted sales activity.

we interact.

As a result, global financial markets may continue to experience disruptions,

business strategy, we cannot guarantee that the collective effect of all of these projects will not adversely impact our business or results of operations or that the benefits will be as we originally expect.

As of January 1, 2022, Carl Hess succeeded John Haley as our chief executive officer and previously announced changes to our management structure became effective.

Additionally, on September 7, 2021, Andrew Krasner succeeded Michael J.

Burwell as our chief financial officer.

Leadership transitions can be difficult to manage and may cause disruptions to our operations.

Over time, the

We are subject to various actual and potential

unfavorable resolution of these matters.

markets; significant competition in the marketplace; and compliance with extensive and evolving government regulations in the U.S. and in foreign jurisdictions.

the fact that we translate revenue denominated in non-U.S. currencies, such as Pounds sterling, into U.S. dollars for our financial statements.

conflicts may result in damage to our professional reputation and result in legal liability which may have a material adverse effect on our business.

In addition, as part of providing services to clients and managing our business, we rely on a number of third-party service providers.

Our competitors are seeking

Furthermore, various aspects of Healthcare Reform have been challenged in the judicial system with some success.

The status of some of those challenges are in flux but could materially change U.S. healthcare.

change existing provisions of U.S. healthcare regulation, could have a material adverse impact on our healthcare-related businesses.

company only.

For example, in 2018 we were required to recognize a £31 million ($40 million) pension settlement expense related to the accelerated recognition of certain accumulated losses in one of our U.K. pension schemes following the transfer out of assets of certain plan participants.

Regulations or administrative guidance from the U.S. Treasury Department that are currently proposed or newly issued in the future could have similar consequences.

On October 8, 2021, the OECD announced an international agreement with more than 130 countries to implement a global minimum effective corporate tax rate of 15% for certain large multinational companies starting in

2023.

As a result, the tax laws in the U.S., Ireland, and other countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect us and our affiliates.

Additionally, and as noted above, the unknown impacts of Brexit may expose us to additional exchange rate fluctuations in the Pounds sterling.

It is unclear how increased regulatory oversight and changes in the method for determining as well as the anticipated discontinuation of the London Interbank Offered Rate (‘LIBOR’) may affect the value of the financial obligations to be held or issued by us that are linked to LIBOR, or how such changes could affect our results of operations or financial condition.

Accordingly, uncertainty as to the nature of such changes may affect the market for or pricing of any LIBOR-linked securities, loans, derivatives and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an impact on the market for or pricing of any LIBOR-linked securities, loans, derivatives and other financial obligations or extensions of credit held by or due to us, including our revolving credit facility, or on our overall financial condition or results of operations.

For example, on July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021.

Currently, there is not an agreement on what rate or rates may become accepted alternatives to LIBOR; however, the Alternative Reference Rate Committee in the U.S., comprised of a group of large banks and other financial institutions, selected the Secured Overnight Finance Rate (‘SOFR’), as an alternative to LIBOR.

In May 2018, the Federal Reserve Bank of New York began to publish the alternative rate.

SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.

Furthermore, as of April 23, 2018, the Bank of England has commenced publication of a reformed Sterling Overnight Index Average (‘SONIA’), comprised of a broader set of overnight Sterling money market transactions.

The SONIA has been recommended as the alternative to Sterling LIBOR by the U.K. Working Group on Sterling Risk-Free Reference Rates.

While we do not expect that the transition from LIBOR and risks related thereto will have a material adverse impact on our financing costs, it is still uncertain at this time.

These financial measures* *should be viewed in addition to, not in lieu of, the consolidated financial* *statements for the year ended December 31, [removed: 2021.*][added: 2022.*]

In recent years, growth in the market for exchanges has slowed, and [removed: we expect] this trend may continue.

From time to time, including but not limited to the period after the announcement of the proposed Aon [added: plc (‘Aon’)] combination through the period that has followed the termination of the proposed combination, we have lost (and may in the future continue to lose) colleagues who manage substantial client relationships or possess substantial experience or expertise; when we lose colleagues such as those, it often results in such colleagues competing against us.

We believe that this dynamic, which was most pronounced in our [removed: Corporate] Risk [removed: and Broking][added: &]

[added: Broking] segment [removed: in the second and third quarters of] [added: during] 2021, has caused the segment’s [removed: near-term] growth [removed: rates in the fourth quarter and expected into] [added: rate for] 2022 to be meaningfully slower than other competitors.

It is possible that growth could be different than expected and our results of operations could be significantly and adversely [removed: impacted.][added: impacted by this factor going into 2023.]

[removed: The COVID-19 pandemic has had an adverse impact on global commercial activity, particularly on the global supply chain and workforce availability, and] [added: There] has [removed: contributed to] [added: been] significant volatility in [removed: the global] financial [removed: markets including, among other effects,] [added: markets, including] occasional declines in [removed: the] equity markets, [added: inflation and] changes in interest rates and reduced liquidity on a global basis.

[removed: We] [added: During the third quarter of 2022, we revised the expected costs and savings under the program and we now] expect the program to generate annual cost savings [added: in excess] of [removed: approximately $300] [added: $360] million by the end of 2024.

The program is expected to [removed: include] [added: incur] cumulative costs of [removed: approximately $490] [added: $630] million and capital expenditures of approximately [removed: $260] [added: $270] million, for a total investment of [removed: $750] [added: $900] million.

For the [removed: year] [added: years] ended December 31, [added: 2022 and] 2021, restructuring charges under our Transformation program totaled [added: $99 million and] $26 [removed: million.][added: million, respectively.]

For a discussion of some of the risks associated with the Transformation program, please see Part I, Item 1A Risk Factors [removed: \-] [added: -] ‘We may not be able to fully realize the anticipated benefits of our growth strategy’ and other Risk Factors in this Annual Report on Form 10-K.

[removed: For all financial information presented herein, the operating results] [added: The operations] of [added: our] Willis Re [removed: have been] [added: business were] reclassified [removed: as] [added: to] discontinued operations [added: upon our entering into an agreement to sell the business during the third quarter of 2021] (see Note 3 [removed: —] [added: -] Acquisitions and Divestitures within Item 8 of this Annual Report on Form [removed: 10-K for further information).][added: 10-K).]

| | | Years ended December 31, | | | | | | | | | | | | | | | [removed: | | | | | | | |]

| Revenue | | $ | [removed: 8,998 | | | | 100 | % | | $ | 8,615] [added: 8,866] | | | | 100 | % | | $ | [removed: 8,370] [added: 8,998] | | | | 100 | % |

| Costs of providing services | | | | | | | | | | | | | | | | | [removed: | | | | | | | |]

| Salaries and benefits | | | [removed: 5,253 | | | | 58 | % | | | 5,157] [added: 5,065] | | | | [removed: 60] [added: 57] | % | | | [removed: 4,929] [added: 5,253] | | | | [removed: 59] [added: 58] | % |

| Other operating expenses | | | [removed: 1,673 | | | | 19 | % | | | 1,697] [added: 1,776] | | | | 20 | % | | | [removed: 1,647] [added: 1,673] | | | | [removed: 20] [added: 19] | % |

| Depreciation | | | [removed: 281] [added: 255] | | | | 3 | % | | | [removed: 307 | | | | 4 | % | | | 239] [added: 281] | | | | 3 | % |

| Amortization | | | [removed: 369] [added: 312] | | | | 4 | % | | | [removed: 461 | | | | 5 | % | | | 488] [added: 369] | | | | [removed: 6] [added: 4] | % |

| Restructuring costs | | | [removed: 26 | | | | — | % | | | 24] [added: 99] | | | | [removed: —] [added: 1] | % | | | [removed: —] [added: 26] | | | | — | % |

| Transaction and [removed: integration,] [added: transformation,] net | | | [removed: (806 | ) | | | (9 | )% | | | 110] [added: 181] | | | | [removed: 1] [added: 2] | % | | | [removed: 13] [added: (806] | [added: )] | | | [removed: —] [added: (9] | [removed: %] [added: )%] |

| Total costs of providing services | | | [removed: 6,796 | | | | | | | | 7,756] [added: 7,688] | | | | | | | | [removed: 7,316] [added: 6,796] | | | | | |

| Income from operations | | | [removed: 2,202 | | | | 24 | % | | | 859] [added: 1,178] | | | | [removed: 10] [added: 13] | % | | | [removed: 1,054] [added: 2,202] | | | | [removed: 13] [added: 24] | % |

| Interest expense | | | [removed: (211] [added: (208] | ) | | | (2 | )% | | | [removed: (244 | ) | | | (3 | )% | | | (234] [added: (211] | ) | | | [removed: (3] [added: (2] | )% |

| Other income, net | | | [removed: 701 | | | | 8 | % | | | 396] [added: 288] | | | | [removed: 5] [added: 3] | % | | | [removed: 226] [added: 701] | | | | [removed: 3] [added: 8] | % |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | [removed: 2,692 | | | | 30 | % | | | 1,011] [added: 1,258] | | | | [removed: 12] [added: 14] | % | | | [removed: 1,046] [added: 2,692] | | | | [removed: 12] [added: 30] | % |

| Provision for income taxes | | | [removed: (536 | ) | | | (6 | )% | | | (249] [added: (194] | ) | | | [removed: (3] [added: (2] | )% | | | [removed: (197] [added: (536] | ) | | | [removed: (2] [added: (6] | )% |

| INCOME FROM CONTINUING OPERATIONS | | | [removed: 2,156 | | | | 24 | % | | | 762] [added: 1,064] | | | | [removed: 9] [added: 12] | % | | | [removed: 849] [added: 2,156] | | | | [removed: 10] [added: 24] | % |

| [removed: INCOME] [added: (LOSS)/INCOME] FROM DISCONTINUED OPERATIONS, NET OF TAX | | | [removed: 2,080 | | | | 23 | % | | | 258] [added: (40] | [added: )] | | | [removed: 3] [added: —] | % | | | [removed: 224] [added: 2,080] | | | | [removed: 3] [added: 23] | % |

| Income attributable to non-controlling interests | | | [removed: (14 | ) | | | — | % | | | (24] [added: (15] | ) | | | — | % | | | [removed: (29] [added: (14] | ) | | | — | % |

| NET INCOME ATTRIBUTABLE TO WTW | | $ | [removed: 4,222 | | | | 47 | % | | $ | 996] [added: 1,009] | | | | [removed: 12] [added: 11] | % | | $ | [removed: 1,044] [added: 4,222] | | | | [removed: 12] [added: 47] | % |

| Diluted earnings per share from continuing operations | | $ | [removed: 16.63 | | | | | | | $ | 5.67] [added: 9.34] | | | | | | | $ | [removed: 6.30] [added: 16.63] | | | | | |

The following table details our top five markets based on percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the year ended December 31, [removed: 2021.][added: 2022.]

| United States | | | [removed: 51] [added: 54] | % |

The table below details the approximate percentage of our revenue and expenses from continuing operations by transactional currency for the year ended December 31, [removed: 2021.][added: 2022.]

| U.S. dollars | | | [removed: 58] [added: 60] | % | | | [removed: 53] [added: 55] | % |

| Pounds sterling | | | [removed: 12] [added: 11] | % | | | [removed: 18] [added: 17] | % |

| Euro | | | [removed: 15] [added: 14] | % | | | [removed: 13] [added: 12] | % |

These items include amortization of intangible assets and transaction and [removed: integration,] [added: transformation,] net.

The following table sets forth the total revenue for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the components of the change in total revenue for the year ended December 31, [removed: 2021,] [added: 2022,] as compared to the prior [removed: year:][added: year.]

Outlook Following Russia Divestiture

In the third quarter of 2022, we completed the transfer of ownership of our Russian subsidiaries to local management and, given current conditions, do not anticipate resuming operations in Russia within the foreseeable future.

The Russian entities were primarily within our Risk & Broking segment.

We have estimated that the annualized run-rate impact from the divestiture of our Russian operations is approximately $120 million of revenue.

Additionally, the Russian business was highly profitable, with operating margins in excess of double the enterprise-level margins.

Because we did not receive significant proceeds in connection with the divestiture with which to reinvest in the business, the lost profits will adversely impact earnings, margins and cash flow.

For additional information about the risks relating to lost profits following the divestiture of our Russian subsidiaries see Part I, Item 1A Risk Factors – ‘Our business, financial condition, results of operations, and long-term goals may continue to be adversely affected, possibly materially, by negative impacts on the global economy and capital markets resulting from the war between Russia and Ukraine or any other geopolitical tensions’.

Certain costs under the Transformation program are accounted for under ASC 420, *Exit or Disposal Cost Obligation*, and are included as restructuring costs in the consolidated statements of comprehensive income.

Other costs incurred under the Transformation program are included in transaction and transformation, net and were $136 million for the year ended December 31, 2022.

From the actions taken during 2022, we have identified an additional $129 million of annualized run-rate savings during the year due to newly-realized opportunities and incremental sources of value, and $149 million of cumulative annualized run-rate savings identified to date since the inception of the program, which savings overall are primarily attributable to the reduction of real estate and technology costs, as well as process optimization.

The benefits from the program began to be recognized during 2022.

For management’s discussion of our results of operations for the year ended December 31, 2021 in comparison with the year ended December 31, 2020, please see our Annual Report on Form 10-K filed with the SEC on February 24, 2022.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2022 | | | | | | | | 2021 | | | | | | |

| | | | | | | | | | | | | | | | | |

This decrease was primarily driven by unfavorable foreign currency exchange movement.

The increase in organic revenue was driven by both segments.

Due to the reorganization of our segments in 2022, prior-year segment information has been retrospectively adjusted to conform to the current-year presentation.

See Note 5 – Segment Information within Item 8 of this Annual Report on Form 10-K for more information about how our segment revenue is calculated and a reconciliation to our GAAP results.

For all tables presented below, the components of the revenue change may not add due to rounding.

Health, Wealth & Career (‘HWC’)

The HWC segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall.

| | | | | | | | | | | As | | Less: | | Constant | | Less: | | |

| Segment revenue | | $ | 5,287 | | | $ | 5,268 | | | —% | | (3)% | | 4% | | —% | | 3% |

Organic growth was led by the Benefits Delivery & Outsourcing business driven by Medicare Advantage sales and its expanded client base.

The Health business’ revenue grew from improved retention and expansion of our client portfolio.

Career also contributed strong growth, driven by demand for our advisory services, survey offerings, compensation benchmarking products and project activity.

Year-over-year organic growth in our Wealth businesses was flat, with increases from higher project activity across all regions, primarily related to financial market volatility and higher levels of regulatory work in Great Britain, offset by declines in our Investments business due to headwinds from the negative impact of capital market performance and performance fees received in the prior year.

| | | | | | | | | | | | | Components of Revenue Change | | | | | | |

| | | | | | | | | | | As | | Less: | | Constant | | Less: | | |

| Segment revenue | | $ | 5,268 | | | $ | 4,895 | | | 8% | | 2% | | 6% | | —% | | 6% |

The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.

| | | | | | | | | | | | | Components of Revenue Change | | | | | | |

| | | | | | | | | | | As | | Less: | | Constant | | Less: | | |

| | | 2022 | | | | 2021 | | | | Change | | Impact | | Change | | Divestitures | | Change |

| Segment revenue | | $ | 3,460 | | | $ | 3,564 | | | (3)% | | (5)% | | 2% | | (2)% | | 3% |

This decrease on an as-reported basis was primarily driven by unfavorable foreign currency exchange movement.

On an organic basis, CRB’s revenue grew across all regions, driven by our global lines of business, primarily Aerospace and Construction.

ICT’s organic revenue grew from increased software sales and advisory work.

Growth may also be adversely affected by the fact that 2021 performance in a number of businesses, particularly commercial risk broking and health & benefits broking, benefited from revenue from book sales, which is non-repeatable revenue.

Brexit

Following the occurrence of Brexit and the end of the formal transition period on December 31, 2020, a trade agreement has been established between the U.K. and E.U. As expected, the agreement largely addressed goods and not services, and the Company has therefore completed the establishment of appropriate arrangements for the continued servicing of client business in all relevant E.U. countries.

Further negotiations between the U.K. and E.U. resulted in the agreement of a Memorandum of Understanding to address matters related to financial services, though the outcome of future engagement between the U.K. and E.U. in relation to services, including financial services and potential impact on the Company, are not yet fully known.

For a further discussion of the risks of Brexit to the Company, see Part I, Item 1A Risk Factors in this Annual Report on Form 10-K.

Although approximately 18% of our revenue from continuing operations is generated in the U.K. on an annual basis, about 12% of revenue from continuing operations is denominated in Pounds sterling, as much of the insurance business is transacted in U.S. dollars.

Approximately 18% of our expenses from continuing operations is denominated in Pounds sterling, thus we generally benefit from a weakening Pound sterling in our income from continuing operations.

However, we have a Company hedging strategy for this aspect of our business, which is designed to mitigate significant fluctuations in currency.

Risks and Uncertainties of the COVID-19 Pandemic and the Related Economic Environment

With regard to the effects on our own business operations and those of our clients, suppliers and other third parties with whom we interact, the Company has regularly considered the impact of COVID-19 and the wider economic results on our business, taking into account our business resilience and continuity plans, financial modeling and stress testing of liquidity and financial resources.

Over the last two years, the COVID-19 pandemic generally did not have a material adverse impact on our overall financial results.

Initially, the pandemic had a negative impact on our revenue growth, primarily in our businesses that are discretionary in nature, however we later saw an increased demand for these services, which improved revenue growth beginning in the second quarter of 2021.

There continues to be increased demand for our services, particularly those services that address the various challenges in the global labor markets and disruptions to the supply chain.

While we believe we have adapted to the unique challenges posed by the pandemic surrounding how and where we do our work, we are also impacted by the negative effect on workforce availability, which could hamper our ability to grow our capacity on pace with increasing demand for our services.

We expect the market for talent to remain highly competitive for at least the next several months.

We will continue to monitor the situation and assess any implications to our business and our stakeholders.

Supply and labor market disruptions caused by COVID-19 as well as other factors, such as accommodative monetary and fiscal policy, have contributed to significant inflation in many of the markets in which we operate.

This impacts not only the costs to attract and retain employees but also other costs to run and invest in our business.

If our costs grow significantly in excess of our ability to raise revenues, our margins and results of operations may be materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.

The extent to which COVID-19 impacts our business and financial position will depend on future developments, which are difficult to predict.

These future developments may include the severity and scope of the COVID-19 outbreak and the emergence of new variants, which may unexpectedly change or worsen, and the types and duration of measures imposed by governmental authorities to contain the virus or address its impact.

We continue to expect that the COVID-19 pandemic and the related impacts on the wider economic environment may cause volatility to our revenue and operating results in fiscal 2022.

We believe that, as a general matter, these trends and uncertainties are similar to those faced by other comparable registrants as a result of the pandemic.

See Part I, Item 1A Risk Factors in this Annual Report on Form 10-K for a discussion of actual and potential impacts of COVID-19 on our business, clients and operations.

*Daily Operations -* We continue to closely monitor the spread and impact of COVID-19, including the availability and efficacy of vaccines, while adhering to government health directives.

The Company continues to administer its own restrictions on business

travel, office access, and meetings and events, where appropriate, but has developed its return-to-work plans with a focus on safe utilization based on appropriate social-distancing guidelines and a continued hybrid work model.

We have had thorough business continuity and incident management processes in place and operating effectively for the past two years and will continue to do so through the end of the pandemic.

From the actions taken in 2021, we expect to have annualized savings of $20 million primarily from the reduction of real estate costs, the benefits of which will be recognized in 2022.

| | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | 2021 | | | | | | | | 2020 | | | | | | | | 2019 | | | | | | |

(i)

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The increase to our as-reported revenue was driven by strong performances in all segments and $134 million from book-of-business settlements, partially offset by disposals in our IRR segment in 2020 and early 2021.

| Revenue | | $ | 8,615 | | | $ | 8,370 | | | 3% | | —% | | 3% | | 2% | | 1% |

Revenue for the year ended December 31, 2020 was $8.6 billion, compared to $8.4 billion for the year ended December 31, 2019, an increase of $245 million, or 3%, on an as-reported basis.

The CRB and BDA segments had organic revenue growth during the year, while the HCB and IRR segments were flat, in part due to the impact of the COVID-19 reduction in demand for our discretionary services, mostly for HCB.

The revenue from acquisitions related primarily to TRANZACT, which generated revenue of $557 million for the year ended December 31, 2020 as compared to $245 million for the year ended December 31, 2019, which represents revenue included from the date of the acquisition of July 30, 2019.

The table below gives an approximate analysis of revenue and expenses from continuing operations by currency in [removed: 2021.][added: 2022.]

These items include amortization of intangible assets and transaction and [removed: integration,] [added: transformation,] net.

The Company engages in intercompany borrowing and lending between subsidiaries, primarily through [removed: our] [added: its] in-house banking operations which give rise to foreign exchange exposures.

[removed: These derivatives are not generally designated as hedging instruments and at December 31, 2021 we had] notional amounts of [removed: $2.9] [added: $1.7] billion (denominated primarily in U.S. dollars, Pound sterling, Euro and Australian dollars), with a net asset fair value of [removed: $15] [added: $24] million.

The table below provides information about our foreign currency forward exchange [removed: contracts,] [added: contracts] which are [added: designated as hedging instruments and are] sensitive to exchange rate risk.

| December 31, [removed: 2021] [added: 2022] | | Contract amount | | | | Average contractual exchange rate | | Contract amount | | | | Average contractual exchange rate |

| U.S. dollars sold for Pounds sterling | | $ | [removed: 67] [added: 74] | | | [removed: $1.33] [added: $1.26] = £1 | | $ | [removed: 22] [added: 30] | | | [removed: $1.34] [added: $1.21] = £1 |

| Euros sold for U.S. dollars | | | [removed: 46] [added: 23] | | | €1 = [removed: $1.16] [added: $1.11] | | | [removed: 16] [added: 5] | | | €1 = [removed: $1.17] [added: $1.03] |

| Japanese yen sold for U.S. dollars | | | [removed: 3] [added: 2] | | | [removed: ¥107.25 =] [added: ¥122.34=] $1 | | | [removed: 1] [added: —] | | | [removed: ¥110.62 =] [added: ¥127.18=] $1 |

| Total | | $ | [removed: 116] [added: 99] | | | | | $ | [removed: 39] [added: 35] | | | |

| Fair value (i) | | $ | [removed: 3] [added: (2] | [added: )] | | | | $ | [removed: —] [added: (1] | [added: )] | | |

Represents the difference between the contract amount and the cash flow in U.S. dollars which would have been receivable had the foreign currency forward exchange contracts been entered into on December 31, [removed: 2021] [added: 2022] at the forward exchange rates prevailing at that date.

The Company has access to $1.5 billion under a [removed: newly-amended and restated] revolving credit facility (see Note 11 — Debt within Item 8 of this Annual Report on Form 10-K for further information).

As of December 31, [removed: 2021,] [added: 2022,] no amount was drawn on this facility.

The Company had no outstanding floating rate-based debt at December 31, [removed: 2021.][added: 2022.]

| | | [removed: 2022 | | | |] 2023 | | | | 2024 | | | | 2025 | | | | 2026 | | | | [added: 2027 | | | |] Thereafter | | | | Total | | | | Fair Value (i) | | |

| Principal | | $ | [removed: 614] [added: 250] | | | $ | [removed: 250] [added: 650] | | | $ | [removed: 650] [added: —] | | | $ | [removed: —] [added: 550] | | | $ | [removed: 550] [added: 750] | | | $ | 2,550 | | | $ | [removed: 4,614] [added: 4,750] | | | $ | [removed: 5,069] [added: 4,317] | |

| Fixed rate payable | | | [removed: 2.125 | % | | |] 4.625 | % | | | 3.600 | % | | | — | | | | 4.400 | % | | | [added: 4.650 | % | | |] 4.186 | % | | | [removed: 3.879] [added: 4.227] | % | | | | |

[removed: As] [added: Specifically, as] a result of our operating activities, we receive cash for premiums and claims which we deposit in [removed: short-term investments denominated in U.S. dollars] [added: high-quality bank term deposit] and [removed: other currencies.][added: money market funds where permitted.]

At December 31, [removed: 2021,] [added: 2022,] we held [removed: $1.9] [added: $2.2] billion of fiduciary funds invested in interest-bearing accounts.

Management does not believe that significant risk exists in connection with the Company’s concentrations of credit as of December 31, [removed: 2021.][added: 2022.]

| Revenue | | 60% | | 11% | | 14% | | 15% |

| Expenses (i) | | 55% | | 17% | | 12% | | 16% |

These derivatives are not generally designated as hedging instruments and at December 31, 2022, we had

| | | 2023 | | | | | | 2024 | | | | |

We are exposed to interest rate risk.

As a result of measures taken by central banks around the world, rates offered on these investments have increased, in some cases significantly over the course of the year.

As a result, interest income has improved substantially this year, with the greatest impact having been recognized in the second half of

2022.

Interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest in these instruments.

Interest income was $55 million, $12 million and $18 million for the years ended December 31, 2022, 2021 and 2020, respectively.

| Revenue | | 58% | | 12% | | 15% | | 15% |

| Expenses (i) | | 53% | | 18% | | 13% | | 16% |

| | | 2022 | | | | | | 2023 | | | | |

LIBOR-Related Debt Instruments

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced its intention to phase out LIBOR as a benchmark rate by the end of 2021.

The Alternative Reference Rates Committee (‘ARRC’), a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank of New York to help ensure a successful transition from U.S. dollar LIBOR (‘USD-LIBOR’) to a more robust reference rate, has proposed that the Secured Overnight Financing Rate (‘SOFR’) represents the best alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR.

ARRC has proposed a transition plan with specific steps and timelines designed to encourage the adoption of SOFR and guide the transition to SOFR from USD-LIBOR.

Organizations are currently working on industry-wide and company-specific transition plans related to derivatives and cash markets exposed to USD-LIBOR.

Similar efforts are underway to identify suitable replacement reference rates for LIBOR in other major currencies.

Subsequently, on March 5, 2021, ICE Benchmark Administration (‘IBA’) stated that as a result of its not having access to input data necessary to calculate LIBOR settings on a representative basis beyond the intended cessation dates as set forth below, it would have to cease publication of all 35 LIBOR settings immediately after December 31, 2021 for all GBP-, EUR-, CHF- and JPY-LIBOR settings as well as 1-week and 2-month USD-LIBOR settings.

Effective after June 30, 2023, IBA will cease publishing overnight and 1-, 3-, 6- and 12-month USD-LIBOR settings.

Prior to October, 2021, the Company’s primary exposure was its $1.25 billion revolving credit facility which was then replaced with a new $1.5 billion revolving credit facility which contains appropriate LIBOR replacement language, as described in Note 11, Debt – Revolving Credit Facility within Item 8 of this Annual Report on Form 10-K.

Additionally, the Company repaid and closed its collateralized facility during November 2021, as described in Note 11, Debt – Collateralized Facility within Item 8 of this Annual Report on Form 10-K.

On January 1, 2022, the Company made changes to its LIBOR-based intercompany notes, and following this change, none of the Company’s impacted debt instruments are currently linked to LIBOR, thus minimizing the Company’s exposure to known risks related to the transition from LIBOR to alternative rates.

We have updated our Treasury workstation software to implement the new benchmarks and continue to monitor the LIBOR-related risks that may be inherent elsewhere in our business and are monitoring further proposals and guidance from the ARRC and other alternative-rate initiatives.

While it is currently uncertain whether SOFR or another reference rate will be selected as the alternative to LIBOR, or whether other reforms will be enacted in response to the planned transition, we will make the appropriate changes when necessary.

[removed: Leveraging] [added: Utilizing] the global view and local expertise of our more than [removed: 44,000] [added: 46,000] colleagues serving more than 140 countries and markets, we help [added: organizations] sharpen strategies, enhance [removed: organizational] resilience, motivate workforces and maximize performance.

Our clients include many of the world’s leading corporations, including approximately [removed: 92%] [added: 93%] of the FTSE 100, [removed: 91%] [added: 89%] of the Fortune 1000, and 90% of the Fortune Global 500 companies.

We place insurance with more than 2,500 insurance carriers, none of which individually accounted for a significant concentration of the total premiums we placed on behalf of our clients in [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019.][added: 2020.]

[removed: With effect from] [added: On] January 1, 2022, [removed: we] [added: WTW realigned to] provide [removed: a] [added: its] comprehensive offering of services and solutions to clients across two business segments: Health, Wealth [removed: and] [added: &] Career [removed: (‘HWC’),] and Risk [removed: and Broking (‘RB’).][added: & Broking.]

The [removed: HWC] [added: Health, Wealth & Career] segment [removed: will include] [added: includes] businesses [removed: currently] [added: previously] aligned under the Human Capital and Benefits segment, the Benefits Delivery and Administration segment, and the [removed: Investment] [added: Investments] business, [removed: currently] [added: which was previously] under the Investment, Risk and Reinsurance segment.

The [removed: RB] [added: Risk & Broking] segment [removed: will include] [added: includes] businesses [removed: currently] [added: previously] aligned under the Corporate Risk and Broking segment, as well as the Insurance Consulting and Technology business, [removed: currently] [added: which was previously] under the Investment, Risk and Reinsurance segment.

The Company files annual, quarterly and current reports, proxy statements and other information with the [removed: Securities and Exchange Commission (the ‘SEC’).][added: SEC.]

The Company’s [added: Memorandum and Articles of Association,] Corporate Governance Guidelines, Audit and Risk Committee Charter, Operational Transformation Committee Charter, [added: Human Capital and] Compensation Committee Charter, and Corporate Governance [removed: &] [added: and] Nominating Committee Charter are available on our website, www.wtwco.com, in the Investor Relations section, or upon request.

Our risk control services range from strategic risk consulting (including providing actuarial [removed: analysis),] [added: analysis)] to a variety of due diligence services, to the provision of practical on-site risk control services (such as health and safety or property loss control consulting), as well as analytical and advisory services (such as hazard modeling and climate risk quantification).

[removed: While] [added: Although] we believe we have adapted to the unique challenges posed by [removed: the pandemic] [added: COVID-19] surrounding how and where we do our work, we are also impacted by [added: the negative effect on] workforce availability, [removed: and this may make it difficult for us] [added: which could hamper our ability] to [removed: meet the demand from] [added: grow] our [removed: clients.][added: capacity on pace with]

[removed: The Company] [added: WTW] is in the business of people, risk and capital.

[removed: In that spirit, we bring the] [added: We harness our] collective power [removed: of our colleagues together –] as ‘One WTW’ [removed: –] to [added: make smart connections to] serve and support our clients.

Simplify the business to increase agility and effectiveness: Implement the Company’s streamlined structure of two business segments (Health, Wealth [removed: and] [added: &] Career and Risk [removed: and] [added: &] Broking; see ‘Segment Reorganization’ within this Item 1 for further information) and three geographies (Europe, International and North America); develop a globally consistent client management model and enhance operations to improve sales and retention outcomes; manage our portfolio of businesses intentionally to drive optimal value; and increase speed of execution through agile decision-making processes.

Through these strategies we aim to accelerate revenue, margin improvement, cash flow, [removed: earnings before interest, taxes, depreciation and amortization (‘EBITDA’),] [added: EBITDA,] and earnings growth, and to generate compelling returns for investors, by delivering tangible growth in revenue.

Below are the percentages of revenue generated by each segment for each of the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

| | | Year ended December 31, | | | | | [added: | | | | | |]

| | | [added: 2022 | | | |] 2021 | | [added: | |] 2020 | | [removed: 2019] |

[removed: | Corporate] [added: *Corporate] Risk [removed: and] [added: &] Broking [removed: | | 35% | | 35% | | 36% |][added: (‘CRB’)*]

[removed: Within our Rewards line of business, we] [added: We] address executive compensation and broad-based rewards.

Our solutions incorporate [added: proprietary] market benchmarking data and software to support compensation administration.

Our [removed: Talent line of] [added: Employee Experience] business focuses on the [removed: employee experience with] [added: provision of] solutions including employee insight and listening tools, talent assessment tools and services, communication and change management [removed: services and HR software to help companies administer and manage their talent management programs and analyze talent trends.][added: services.]

Revenue for [removed: the T&R business] [added: our career-related businesses] is partly seasonal in nature, with [removed: a meaningful amount of] heightened activity in the second half of the calendar year during the annual compensation, [removed: benefits] [added: benefits,] and survey cycles.

While [removed: T&R enjoys] [added: these businesses enjoy] long-term relationships with many clients, work in several practices is often project-based and can be sensitive to economic changes.

[removed: Additional areas of growth for T&R include] [added: The businesses benefit from regulatory changes affecting our clients that require strategic advice, program changes and communication, as well as] the [removed: increasing] focus on [removed: Environmental, Social, and Governance] [added: ESG] as a component of executive and board pay, the redefinition of [removed: jobs] [added: jobs, work location] and career paths as technology disaggregates work, and the recalibration of pay and the employee experience amidst shifting labor markets.

[removed: Corporate] [added: |] Risk [removed: and Broking][added: & Broking | | | 40 | % | | | 40 | % | | | 40 | % |]

The [removed: WTW Corporate] Risk [removed: and] [added: &] Broking [removed: (‘CRB’)] [added: (‘R&B’)] segment provides a broad range of risk advice, insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational [removed: corporations, and places more than $25 billion of premiums into the insurance markets on an annual basis.][added: corporations.]

The [removed: segment] [added: *‘*CRB’ business places more than $25 billion of premiums into the insurance markets on an annual basis, and] delivers integrated global solutions tailored to client [removed: needs and] [added: needs,] underpinned by data and analytics through a balanced matrix of global lines of business across all of the Company’s [removed: regions.][added: three geographical areas: North America, Europe (including Great Britain) and International.]

The global lines of business [removed: as of December 31, 2021 included:][added: include:]

[removed: Benefits] [added: *Benefits] Delivery [removed: and Administration][added: & Outsourcing*]

Our values, [removed: new vision and refreshed] [added: vision,] purpose, [removed: including our] [added: and] new [removed: brand in 2022,] [added: Colleague Value Proposition (‘CVP’) - we’re Authentic, Curious and Bold,] set the tone for what to expect at WTW.

[removed: And,] [added: In addition,] our ‘grow, simplify and transform’ strategic priorities [removed: are supporting] [added: enhance] our focus on how to continually support and improve, as appropriate, our colleague experience.

We evaluate [removed: process efficiencies,] [added: rewards offerings,] system upgrades and [removed: rewards offerings] [added: process efficiencies] as well as the tradeoffs that may [added: be required.]

We [removed: further consider] [added: continually explore] how we can work with flexibility in an on-going hybrid model, and fuel innovation, among other things, to [removed: continually] attract, engage and retain the most accomplished and aspiring talent.

The number of employees by segment [removed: for] [added: as of] the year ended December 31, [removed: 2021] [added: 2022] is approximated below:

[removed: | Corporate Risk and Broking (i) | | | 11,800 | |][added: Risk & Broking]

| Corporate and Other [removed: (i)] | | | [removed: 8,200] [added: 8,600] | |

| Total Employees | | | [removed: 44,200] [added: 46,600] | |

The number of employees by geography as of the year ended December 31, [removed: 2021] [added: 2022] is approximated below:

| North America | | | [removed: 15,800] [added: 15,900] | |

| [removed: Western] Europe | | | [removed: 8,000] [added: 15,000] | |

None of the Company’s customers individually represented more than 10% of its consolidated revenue for each of the years ended December 31, 2022, 2021 and 2020.

Following the realignment, the two new segments consist of the following businesses:

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Health, Wealth & Career | | | 60 | % | | | 60 | % | | | 60 | % |

The following presents descriptions of our reorganized segments:

Health, Wealth & Career

The Health, Wealth & Career (‘HWC’) segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall.

Our portfolio of services support the interrelated challenges that the management teams of our clients face across human resources (‘HR’) and finance.

HWC is the larger of the two segments of the Company.

Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing, the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace.

*Health*

The Health & Benefits (‘H&B’) business provides strategy and design consulting, plan management service and support, broking and administration across the full spectrum of health, wellbeing and other group benefit programs, including medical, dental, disability, life, voluntary benefits and other coverage.

Our reach extends from small/mid-market clients to large-market and multinational clients, across the full geographic footprint of the Company, and to most industries.

We can address our clients’ needs in more than 140 countries.

Our consultants help clients make strategic decisions on topics such as optimizing program spend; evaluating emerging vendors, point solutions and coverage options (including publicly-subsidized health insurance exchanges and private exchanges in the U.S.); and dealing with above-inflation-rate increases in healthcare costs.

We also assist clients in selecting the appropriate insurance carriers to cover benefit risks and administer the programs.

In addition to our consulting and broking services, we manage a number of collective purchasing initiatives, such as pharmacy and stop-loss, that allow employers to realize greater value from third-party service providers than they can achieve on their own.

With Global Benefits Management, our suite of global services supporting medical, dental and risk (e.g., life, disability) programs, we have a tailored offering for multinationals.

This offering includes a flexible set of ready-made solutions, proven technology and an integrated approach to service delivery that translates to a globally consistent, high-quality experience for our clients.

A meaningful portion of revenue in this business is from recurring work, though contracts may be annual or multi-year.

Given the balance of revenue across consulting, broking and solutions, our revenue is somewhat weighted to the first quarter.

W*ealth*

Our wealth-related businesses include Retirement and Investments.

The Retirement business provides actuarial support, plan design, and administrative services for all forms of pension and retirement savings plans.

Our colleagues help our clients assess the costs and risks of retirement plans on cash flow, earnings and the balance sheet, the effects of changing workforce demographics on their retirement plans, and retiree benefit adequacy and security.

We offer clients a full range of integrated retirement consulting services and solutions to meet the needs of all types of employers, including those that continue to offer defined benefit plans and those that are reexamining their retirement benefit strategies.

We help multinationals coordinate plan design and actuarial services across their complex global plans.

We bring in-depth data analysis and perspective to their decision process, because we have tracked the retirement designs and financing strategies of companies around the world over many decades.

For clients that want to outsource some or all of their pension plan management, we offer broking services, as well as integrated solutions that can combine investment discretionary management, pension administration, core actuarial services, and communication and change management assistance.

Retirement relationships are generally long-term in nature, and client retention rates for this business are high.

A significant portion of the revenue in this business is from recurring work, with multi-year contracts that are driven by the heavily regulated nature of pension plans and our clients’ annual needs for these services.

Revenue for the Retirement business in some geographies is somewhat seasonal, as much of our work pertains to calendar-year plan administration, financing, reporting and compliance; thus, revenue is typically more weighted to the first and fourth quarters of the fiscal year.

Our Investments business provides advice and discretionary investment management solutions to defined benefit and defined contribution pension plans as well as to a range of other client types including insurers, endowments and foundations, and private wealth investors.

We provide a solution to a significant business problem faced by our clients, namely sustaining the resources and skills required to deliver a financial services product in highly competitive capital markets.

We offer a flexible approach that adapts to a wide range of client needs and circumstances, with the objective of higher returns, lower risk and lower costs within each client’s unique situation.

Our solutions range from single asset class activity, through complete management of entire pension plan assets including sophisticated liability hedging programs.

We bring together a broad array of specialist investment knowledge and skills across all asset classes, a high-quality execution platform, a cost advantage through our scale, and expert advisors with experience across all client types from the largest plans in the world to small corporate pension plans.

We have long-term relationships with our Investments clients, with the majority of our revenue driven by retainer contracts.

*Career*

The discussion of the general development of our business in this Item 1 Business provides an update on the material changes to our business since our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020 (the ‘2019 Form 10-K’), which included a complete description of our business as of December 31, 2019.

We incorporate herein the description of our business, including as specified in the discussion in this Item 1 below, by reference to the 2019 Form 10-K, available at [https://www.sec.gov/ix?doc=/Archives/edgar/data/0001140536/000156459020006736/wltw-10k_20191231.htm#ITEM_1_BUSINESS](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001140536/000156459020006736/wltw-10k_20191231.htm#ITEM_1_BUSINESS)

No one client accounted for a significant concentration of revenue in each of the years ended December 31, 2021, 2020 and 2019.

Beginning with our Quarterly Report on Form 10-Q for the first quarter of fiscal year 2022, segment results will be presented on a retrospective basis to reflect the reorganization.

Willis Re Divestiture

On August 13, 2021, WTW entered into a definitive agreement to sell its treaty-reinsurance business (‘Willis Re’) to Arthur J.

Gallagher & Co. (‘Gallagher’) for total upfront cash consideration of $3.25 billion plus an earnout payable in 2025 of up to $750 million in cash, subject to certain adjustments.

The deal was subject to required regulatory approvals and clearances, as well as other customary closing conditions, and was completed on December 1, 2021 (‘Principal Closing’).

Although the majority of the Willis Re businesses transferred to Gallagher at Principal Closing, the assets and liabilities of certain Willis Re businesses were not transferred to Gallagher at the time due to local territory restrictions (‘Deferred Closing’).

The Deferred Closing is expected to be completed no later than the end of the second quarter of 2022, and all net earnings of the Deferred Closing businesses accumulated between the Principal Closing and Deferred Closing are payable to Gallagher at that time.

We recognized a preliminary pre-tax gain of $2.3 billion upon completion of the sale.

In connection with the transaction, we reclassified the results of the Willis Re operations as discontinued operations on our consolidated statements of comprehensive income and have reclassified Willis Re assets and liabilities as held for sale on our consolidated balance sheets.

Willis Re was previously included in the Investment, Risk and Reinsurance segment.

A number of services are continuing under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW is providing Gallagher support including real estate leases, information technology, payroll, human resources and accounting.

These services are expected to be provided for a period not to exceed two years.

Termination of the Proposed Combination with Aon plc

On March 9, 2020, WTW and Aon plc (‘Aon’) issued an announcement disclosing that the respective boards of directors of WTW and Aon had reached agreement on the terms of a recommended acquisition of WTW by Aon.

Under the terms of the agreement each WTW shareholder would receive 1.08 Aon ordinary shares for each WTW ordinary share.

At the time of the announcement, it was estimated that upon completion of the combination, existing Aon shareholders would own approximately 63% and existing WTW shareholders would own approximately 37% of the combined company on a fully diluted basis.

The transaction was approved by the shareholders of both WTW and Aon during meetings of the respective shareholders held on August 26, 2020.

On June 16, 2021, the U.S. Department of Justice filed suit in U.S. District Court in the District of Columbia against WTW and Aon, seeking to enjoin the proposed business combination between the two companies (among other relief).

On July 26, 2021, WTW and Aon announced they had terminated the business combination agreement and that Aon had agreed to pay WTW $1 billion in connection with such termination, which was received by WTW on July 27, 2021 (the ‘Termination’ or the ‘Termination Agreement’).

The $1 billion income receipt has been included in transaction and integration, net in the consolidated statements of comprehensive income.

Under the Termination Agreement, WTW and Aon on behalf of themselves and certain other related and affiliated parties, each agreed to release the other from all claims and actions arising out of or related to the business combination agreement and the transactions contemplated thereby, subject to certain exceptions.

Impact of COVID-19 and Related Economic Impacts

Over the last two years, the COVID-19 pandemic generally did not have a material adverse impact on our overall financial results.

Initially, the pandemic had a negative impact on our revenue growth, primarily in our businesses that are discretionary in nature, however we later saw an increased demand for these services, which improved revenue growth beginning in the second quarter of 2021.

There continues to be increased demand for our services, particularly those services that address the various challenges in the global labor markets and disruptions to the supply chain.

COVID-19 also poses a range of other risks and uncertainties for our business.

For information regarding the impact of COVID-19 on our business and measures we have taken in response, see Item 7 ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risks and Uncertainties of the COVID-19 Pandemic and the Related Economic Environment’ and Item 1A ‘Risk Factors-Strategic, Operational and Technology Risks-We have been impacted by the COVID-19 pandemic and may be substantially and negatively impacted by it in the future.’

Principal Services

During the year ended December 31, 2021, we managed our business across four integrated reportable operating segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Benefits Delivery and Administration.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Human Capital and Benefits | | 39% | | 38% | | 40% |

| Investment, Risk and Reinsurance | | 9% | | 11% | | 12% |

| Benefits Delivery and Administration | | 17% | | 16% | | 12% |

Human Capital and Benefits

For a description of our Human Capital and Benefits (‘HCB’) segment, see the link above to the 2019 Form 10-K, and see ‘Human Capital and Benefits’ within Part I, Item 1 Business in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020.

There have been no material updates to the description of our HCB segment since the 2019 Form 10-K other than the updated information provided below.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price at which the Registrant’s common equity was sold on June 30, [removed: 2021] [added: 2022] (the last day of the Registrant’s most recently completed second quarter) was [removed: $29,461,050,498.][added: $21,628,207,514.]

As of February [removed: 18, 2022,] [added: 16, 2023,] there were outstanding [removed: 117,745,623] [added: 106,577,635] ordinary shares, nominal value $0.000304635 per share, of the Registrant.

For the year ended December 31, [removed: 2021][added: 2022]

| Item 1A | | [Risk Factors](#item_1a_risk_factors) | | [removed: 15] [added: 16] |

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 35] [added: 39] |

| Item 2 | | [Properties](#item_2_properties) | | [removed: 35] [added: 39] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 36] [added: 39] |

| Item 4 | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 36] [added: 39] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | [removed: 37] [added: 40] |

| Item 6 | | [\[RESERVED\]](#item_6_selected_consolidated_financial_d) | | [removed: 40] [added: 43] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 41] [added: 44] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 70] [added: 66] |

| Item 8 | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 73] [added: 69] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 130] [added: 124] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 130] [added: 124] |

| Item 9B | | [Other Information](#item_9b_or_information) | | [removed: 132] [added: 126] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_juris) | | [removed: 133] [added: 127] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 134] [added: 128] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 134] [added: 128] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 134] [added: 128] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 134] [added: 128] |

| Item 14 | | [Principal Accounting Fees and Services](#item_14_principal_accountant_fees_servic) | | [removed: 134] [added: 128] |

| Item 15 | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 135] [added: 129] |

| Item 16 | | [Form 10-K Summary](#item_16_form_10k_summary) | | [removed: 139] [added: 134] |

The following definitions apply throughout this [removed: annual report] [added: Annual Report on Form 10-K] unless the context requires otherwise:

All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things [removed: as] [added: as:] our [removed: outlook,] [added: outlook;] the impact of the COVID-19 pandemic on our [removed: business,] [added: business;] future capital [removed: expenditures,] [added: expenditures;] ongoing working capital [removed: efforts,] [added: efforts;] future share [removed: repurchases,] [added: repurchases;] financial results (including our revenue, costs or [removed: margins),] [added: margins) and] the impact of changes to tax laws on our financial results, existing and evolving business [removed: strategies] [added: strategies,] and acquisitions and dispositions, including [added: transitional arrangements in effect subsequent to] the [added: completed] sale of Willis Re to Arthur J.

Gallagher & Co. [removed: (‘Gallagher’),] [added: (‘Gallagher’);] demand for our services and competitive [removed: strengths, goals,] [added: strengths; strategic goals;] the benefits of new [removed: initiatives,] [added: initiatives;] growth of our business and [removed: operations,] [added: operations;] our ability to successfully manage ongoing leadership, [removed: organizational] [added: organizational,] and technology changes, including investments in improving systems and [removed: processes,] [added: processes;] our ability to implement and realize anticipated benefits of any cost-savings initiatives including the multi-year operational Transformation [removed: program,] [added: program;] and plans and references to future successes, including our future financial and operating results, [added: short-term and long-term financial goals,] plans, objectives, expectations and intentions are [added: all] forward-looking statements.

Also, when we use words such as [removed: ‘may,’ ‘will,’ ‘would,’ ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘expect,’ ‘intend,’ ‘plan,’ ‘probably,’] [added: ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘probably’,] or similar expressions, we are making forward-looking statements.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Signatures](#signatures) | | | | 135 |

| | | |

| ‘EBITDA’ | | Earnings before Interest, Taxes, Depreciation and Amortization |

| [Signatures](#signatures) | | | | 140 |

As of February [removed: 18, 2022,] [added: 16, 2023,] there were [removed: 1,118] [added: 1,079] shareholders of record of our shares.

In February [removed: 2022,] [added: 2023,] the board of directors approved a quarterly cash dividend of [removed: $0.82] [added: $0.84] per share [removed: ($3.28] [added: ($3.36] per share annualized rate), which will be paid on or around April [removed: 15, 2022] [added: 17, 2023] to shareholders of record as of March 31, [removed: 2022.][added: 2023.]

[removed: Total] [added: Comparison of Five-Year Cumulative Total] Shareholder Return

The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021.][added: 2022.]

The graph also depicts the total return for the S&P 500 and for a peer group for WTW comprised of [removed: Accenture plc,] Aon plc, Arthur J.

[removed: Gallagher & Co., Brown & Brown Inc., Cognizant Technology Solutions Corporation, Marsh & McLennan Companies, Inc. and Robert Half International Inc.] The graph charts the performance of $100 invested on the initial date indicated, December 31, [removed: 2016,] [added: 2017,] assuming full dividend reinvestment.

[removed: ][added: ]

During the year ended December 31, [removed: 2021,] [added: 2022,] no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

At December 31, [removed: 2021,] [added: 2022,] the maximum number of shares that may be purchased under the existing stock repurchase program is [removed: 16,306,580,] [added: 5,489,619,] with approximately [removed: $3.9] [added: $1.3] billion remaining on the current open-ended repurchase authority granted by the board.

An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on December 31, [removed: 2021] [added: 2022] of [removed: $237.49.][added: $244.58.]

Performance Graph

Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half International Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., and Unum Group.

May 25, 2022 *—* the Company announced that the board of directors approved an additional authorization of $1.0 billion.

| October 1, 2022 through October 31, 2022 | | 617,691 | | | $ | 207.67 | | | | 617,691 | | | | 6,808,160 | |

| November 1, 2022 through November 30, 2022 | | 671,294 | | | $ | 229.41 | | | | 671,294 | | | | 6,136,866 | |

| December 1, 2022 through December 31, 2022 | | 647,247 | | | $ | 244.08 | | | | 647,247 | | | | 5,489,619 | |

| | | 1,936,232 | | | $ | 227.38 | | | | 1,936,232 | | | | | |

The following table provides information, as of December 31, 2022, about the securities authorized for issuance under the Company’s equity compensation plans and is categorized according to whether or not the equity plan was previously approved by shareholders.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (i) | | Number of Shares Remaining Available for Future Issuance (iii) |

| Equity Compensation Plans Approved by Security Holders (ii) | | 994,516 | | $116.27 | | 4,769,269 |

| Equity Compensation Plans Not Approved by Security Holders (iv) | | 207 | | — | | — |

| Total | | 994,723 | | $116.27 | | 4,769,269 |

(i)

The weighted-average exercise price set forth in this column is calculated excluding restricted stock units (‘RSUs’) or other awards for which recipients are not required to pay an exercise price to receive the shares subject to the awards.

The $116.27 is related to time-based options.

(ii)

Includes options and RSUs outstanding under the Towers Watson & Co. 2009 Long-Term Incentive Plan and the 2012 Equity Incentive Plan (‘2012 Plan’).

The Company intends to only grant future awards under the 2012 Plan.

(iii)

Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan (3,711,668 shares) and the 2010 North American Employee Stock Purchase Plan (1,057,601 shares).

(iv)

Includes incentive stock options outstanding under the Extend Health, Inc. 2007 Equity Incentive Plan and the Liazon Corporation 2011 Equity Incentive Plan.

The Company does not plan to grant future awards under these plans.

| October 1, 2021 through October 31, 2021 | | — | | | $ | — | | | | — | | | | 19,006,432 | |

| November 1, 2021 through November 30, 2021 | | 1,175,924 | | | $ | 231.70 | | | | 1,175,924 | | | | 17,830,508 | |

| December 1, 2021 through December 31, 2021 | | 1,523,928 | | | $ | 232.88 | | | | 1,523,928 | | | | 16,306,580 | |

| | | 2,699,852 | | | $ | 232.36 | | | | 2,699,852 | | | | | |

For information on our securities authorized for issuance under our existing equity compensation plans, see ‘Securities Authorized for Issuance under Equity Compensation Plans’ in our proxy statement filed with the SEC.

For the year ended December 31, [removed: 2021][added: 2022]

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)](#report_independent_registered_public_acc) | | [removed: 74] [added: 70] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2021](#consolidated_statements_comprehensive_in)] [added: 2022](#consolidated_statements_comprehensive_in)] | | [removed: 76] [added: 72] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#consolidated_balance_sheets)] [added: 2021](#consolidated_balance_sheets)] | | [removed: 77] [added: 73] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | | [removed: 78] [added: 74] |

| [Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2021](#consolidated_statements_changes_in_equit)] [added: 2022](#consolidated_statements_changes_in_equit)] | | [removed: 79] [added: 75] |

| [Notes to the Consolidated Financial Statements](#fis_notes_to_financial_statement) | | [removed: 80] [added: 76] |

We have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of comprehensive income, changes in equity and cash flows, for the three years then ended, and the related notes (collectively referred to as the ‘financial statements’).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for the three years then ended, in conformity with accounting principles generally accepted in the United States of America (‘US GAAP’).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

For the IBNR provisions, we evaluated the appropriateness of the IBNR models, [removed: including evaluating changes needed or warranted given changes in the business] and [removed: trends emerging from the COVID-19 pandemic, and] evaluated the consistency of the model with prior years in order to challenge the methodology used to estimate the provisions.

[removed: February 24,] [added: |] 2022 [added: | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |]

| | | Years ended December 31, | | | | | | | | | | | [added: | | | | | |]

| | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | $ | [removed: 8,998] [added: 8,866] | | | $ | [removed: 8,615] [added: 8,998] | | | $ | [removed: 8,370] [added: 8,615] | |

| Salaries and benefits | | | [removed: 5,253] [added: 5,065] | | | | [removed: 5,157] [added: 5,253] | | | | [removed: 4,929] [added: 5,157] | |

| Other operating expenses | | | [removed: 1,673] [added: 1,776] | | | | [removed: 1,697] [added: 1,673] | | | | [removed: 1,647] [added: 1,697] | |

| Depreciation | | | [removed: 281] [added: 255] | | | | [removed: 307] [added: 281] | | | | [removed: 239] [added: 307] | |

| Amortization | | | [removed: 369] [added: 312] | | | | [removed: 461] [added: 369] | | | | [removed: 488] [added: 461] | |

| Restructuring costs | | | [removed: 26] [added: 99] | | | | [removed: 24] [added: 26] | | | | [removed: —] [added: 24] | |

| Transaction and [removed: integration,] [added: transformation,] net | | | [removed: (806] [added: 181] | [removed: )] | | | [removed: 110] [added: (806] | [added: )] | | | [removed: 13] [added: 110] | |

| Total costs of providing services | | | [removed: 6,796] [added: 7,688] | | | | [removed: 7,756] [added: 6,796] | | | | [removed: 7,316] [added: 7,756] | |

| Income from operations | | | [removed: 2,202] [added: 1,178] | | | | [removed: 859] [added: 2,202] | | | | [removed: 1,054] [added: 859] | |

| Interest expense | | | [removed: (211] [added: (208] | ) | | | [removed: (244] [added: (211] | ) | | | [removed: (234] [added: (244] | ) |

| Other income, net | | | [removed: 701] [added: 288] | | | | [removed: 396] [added: 701] | | | | [removed: 226] [added: 396] | |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | [removed: 2,692] [added: 1,258] | | | | [removed: 1,011] [added: 2,692] | | | | [removed: 1,046] [added: 1,011] | |

| Provision for income taxes | | | [removed: (536] [added: (194] | ) | | | [removed: (249] [added: (536] | ) | | | [removed: (197] [added: (249] | ) |

| INCOME FROM CONTINUING OPERATIONS | | | [removed: 2,156] [added: 1,064] | | | | [removed: 762] [added: 2,156] | | | | [removed: 849] [added: 762] | |

| [removed: INCOME] [added: (LOSS)/INCOME] FROM DISCONTINUED OPERATIONS, NET OF TAX | | | [removed: 2,080] [added: (40] | [added: )] | | | [removed: 258] [added: 2,080] | | | | [removed: 224] [added: 258] | |

| NET INCOME | | | [removed: 4,236] [added: 1,024] | | | | [removed: 1,020] [added: 4,236] | | | | [removed: 1,073] [added: 1,020] | |

| Income attributable to non-controlling interests | | | [removed: (14] [added: (15] | ) | | | [removed: (24] [added: (14] | ) | | | [removed: (29] [added: (24] | ) |

| NET INCOME ATTRIBUTABLE TO WTW | | $ | [removed: 4,222] [added: 1,009] | | | $ | [removed: 996] [added: 4,222] | | | $ | [removed: 1,044] [added: 996] | |

| Income from continuing operations per share | | $ | [removed: 16.68] [added: 9.36] | | | $ | [removed: 5.69] [added: 16.68] | | | $ | [removed: 6.32] [added: 5.69] | |

| [removed: Income] [added: (Loss)/income] from discontinued operations per share | | | [removed: 16.20] [added: (0.36] | [added: )] | | | [removed: 1.99] [added: 16.20] | | | | [removed: 1.73] [added: 1.99] | |

| Basic earnings per share | | $ | [removed: 32.88] [added: 9.00] | | | $ | [removed: 7.68] [added: 32.88] | | | $ | [removed: 8.05] [added: 7.68] | |

| Income from continuing operations per share | | $ | [removed: 16.63] [added: 9.34] | | | $ | [removed: 5.67] [added: 16.63] | | | $ | [removed: 6.30] [added: 5.67] | |

| [removed: Income] [added: (Loss)/income] from discontinued operations per share | | | [removed: 16.15] [added: (0.36] | [added: )] | | | [removed: 1.98] [added: 16.15] | | | | [removed: 1.72] [added: 1.98] | |

| Diluted earnings per share | | $ | [removed: 32.78] [added: 8.98] | | | $ | [removed: 7.65] [added: 32.78] | | | $ | [removed: 8.02] [added: 7.65] | |

| NET INCOME | | $ | [removed: 4,236] [added: 1,024] | | | $ | [removed: 1,020] [added: 4,236] | | | $ | [removed: 1,073] [added: 1,020] | |

| Foreign currency translation | | $ | [removed: (87] [added: (499] | ) | | $ | [removed: 139] [added: (87] | [added: )] | | $ | [removed: 78] [added: 139] | |

February 24, 2023

| NET INCOME | | $ | 1,024 | | | $ | 4,236 | | | $ | 1,020 | |

| Impairment | | | 81 | | | | — | | | | — | |

| Non-cash restructuring charges | | | 71 | | | | — | | | | — | |

| Shares repurchased | | | (15,729 | ) | | | — | | | | (3,530 | ) | | | — | | | | — | | | | (3,530 | ) | | | — | | | | (3,530 | ) |

| Net income | | | — | | | | — | | | | 1,009 | | | | — | | | | — | | | | 1,009 | | | | 15 | | | | 1,024 | |

| Additional non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27 | | | | 27 | |

| Balance as of December 31, 2022 | | | 106,756 | | | $ | 10,876 | | | $ | 1,764 | | | $ | (3 | ) | | $ | (2,621 | ) | | $ | 10,016 | | | $ | 77 | | | $ | 10,093 | |

Segment Reorganization

On January 1, 2022, WTW realigned to provide its comprehensive offering of services and solutions to clients across two business segments: Health, Wealth & Career (‘HWC’), and Risk & Broking (‘R&B’).

These changes were made in conjunction with changes in the WTW leadership team, including the appointment of a new chief executive officer who succeeded the prior CEO as the chief operating decision maker on that date.

Prior to January 1, 2022, we operated across four segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Benefits Delivery and Administration.

Following the realignment, the two new segments consist of the following businesses:

The HWC segment includes businesses previously aligned under the Human Capital and Benefits segment, the Benefits Delivery and Administration segment, and the Investments business, which was previously under the Investment, Risk and Reinsurance segment.

The R&B segment includes businesses previously aligned under the Corporate Risk and Broking segment, as well as the Insurance Consulting and Technology business, which was previously under the Investment, Risk and Reinsurance segment.

In addition, effective January 1, 2022, the Company manages its businesses across three geographical areas: North America, Europe (including Great Britain) and International.

Certain Investment, Risk and Reinsurance businesses that were part of the results from continuing operations in the prior-year period presented were divested during 2021.

The revenue and income from operations for these businesses have been included as ‘divested businesses’ in the reconciliations between the total segment results and the consolidated results of the Company.

However, the results of the divested Willis Re treaty-reinsurance business are presented as discontinued operations and are therefore excluded from the divested businesses presented in the segment reconciliations.

Segment results herein are presented on a retrospective basis to reflect the reorganization.

See Note 4 — Revenue, Note 5 — Segment Information, Note 6 — Restructuring Costs and Note 9 — Goodwill and Other Intangible Assets for the Company's segment-based presentations.

they are corroborated by observable market data.

acquisition will be recorded to earnings when it is received at a future date.

within the range is a better estimate than any other amount.

We also have a direct-to-consumer Medicare broking offering.

The Company has applied an actuarial model to

customized products and services based on the customer’s specific needs.

*Transaction and transformation, net* *—* Transaction and transformation, net consists of two components, transaction-related costs and termination income receipts related to acquisitions and disposals, and transformation expenses associated with our Transformation program (see Note 6 *—* Restructuring Costs).

Transaction costs primarily include legal and other professional fees as well as other costs that are directly attributable to an acquisition or an in-process but not yet completed divestiture.

Costs related to divestitures incurred during the period of the divestment are not included in transaction costs, but are instead included in the gain or loss on disposal of a business within Other income, net on the consolidated statements of comprehensive income.

Additionally, on July 26, 2021, WTW and Aon plc (‘Aon’) announced they had terminated the business combination agreement between the two companies previously entered into in March 2020.

Transformation costs are costs incurred under the Transformation program but are not eligible to be classified as restructuring costs under ASC 420, *Exit or Disposal Cost Obligation* (‘ASC 420’)*.* These costs are not expected to continue beyond the defined period of the program.

There were no new pronouncements that are expected to have a significant impact to the Company or its consolidated financial statements.

*Inflation Reduction Act*

The Inflation Reduction Act of 2022 was enacted into law on August 16, 2022 and became effective January 1, 2023.

The Company is currently evaluating the provisions of the new legislation, the most significant of which are the corporate alternative minimum tax (‘CAMT’) and the share repurchase excise tax.

*Pillar Two*

On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two, which introduces a global corporate minimum tax of 15% for certain large multinational companies beginning in 2023.

For the rules to take effect, E.U. member states are required to enact domestic legislation by the end of 2023 to be effective January 1, 2024.

The Company is currently evaluating the impact Pillar Two will have on its consolidated financial statements.

| Current liabilities held for sale | | | 6 | | | | 3,310 | |

| Proceeds from issuance of shares | | | 10 | | | | 16 | | | | 45 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of January 1, 2019 | | | 128,922 | | | $ | 10,615 | | | $ | 1,201 | | | $ | (3 | ) | | $ | (1,961 | ) | | $ | 9,852 | | | $ | 119 | | | $ | 9,971 | | | | | $ | 26 | | | | | |

| Adoption of ASU 2018-02 | | | — | | | | — | | | | 36 | | | | — | | | | (36 | ) | | | — | | | | — | | | | — | | | | | | — | | | | | |

| Shares repurchased | | | (788 | ) | | | — | | | | (150 | ) | | | — | | | | — | | | | (150 | ) | | | — | | | | (150 | ) | | | | | — | | | | | |

| Net income | | | — | | | | — | | | | 1,044 | | | | — | | | | — | | | | 1,044 | | | | 23 | | | | 1,067 | | | | | | 6 | | | $ | 1,073 | |

The redeemable non-controlling interest was related to Max Matthiessen Holding AB.

The Company purchased the remaining non-controlling interest of Max Matthiessen Holding AB during the year ended December 31, 2019.

*Termination of Proposed Combination with Aon plc*

On March 9, 2020, WTW and Aon plc (‘Aon’) issued an announcement disclosing that the respective boards of directors of WTW and Aon had reached agreement on the terms of a recommended acquisition of WTW by Aon.

Under the terms of the agreement each WTW shareholder would receive 1.08 Aon ordinary shares for each WTW ordinary share.

At the time of the announcement, it was estimated that upon completion of the combination, existing Aon shareholders would own approximately 63% and existing WTW shareholders would own approximately 37% of the combined company on a fully diluted basis.

On June 16, 2021, the U.S. Department of Justice filed suit in U.S. District Court in the District of Columbia against WTW and Aon, seeking to enjoin the proposed business combination between the two companies (among other relief).

Under the Termination Agreement, WTW and Aon on behalf of themselves and certain other related and affiliated parties, each agreed to release the other from all claims and actions arising out of or related to the business combination agreement and the transactions contemplated thereby, subject to certain exceptions.

We have reclassified certain prior period amounts to conform to the current period presentation due to the recognition of discontinued operations and assets and liabilities as held-for-sale (see below for further discussion).

Additionally, certain amounts on the consolidated statements of cash flows have been revised from their prior period classifications.

See Note 21 - Supplemental Disclosures of Cash Flow Information for more information as to the nature of the revision and the amounts.

With regard to the effects on our own business operations and those of our clients, suppliers and other third parties with whom we interact, the Company has regularly considered the impact of COVID-19 and the wider economic results on our business, taking into account our business resilience and continuity plans, financial modeling and stress testing of liquidity and financial resources.

Over the last two years, the COVID-19 pandemic generally did not have a material adverse impact on our overall financial results.

Initially, the COVID-19 pandemic had a negative impact on our revenue growth, primarily in our businesses that are discretionary in nature, however we later saw an increased demand for these services, which improved revenue growth beginning in the second quarter of 2021.

There continues to be increased demand for our services, particularly those services that address the various challenges in the global labor markets and disruptions to the supply chain.

The extent to which COVID-19 impacts our business and financial position will depend on future developments, which are difficult to predict.

These future developments may include the severity and scope of the COVID-19 outbreak and the emergence of new variants, which may unexpectedly change or worsen, and the types and duration of measures imposed by governmental authorities to contain the virus or address its impact.

We continue to expect that the COVID-19 pandemic and the related impacts on the wider economic environment may cause volatility to our revenue and operating results in fiscal 2022.

We believe that, as a general matter, these trends and uncertainties are similar to those faced by other comparable registrants as a result of the pandemic.

reasonably knowable at the date that the consolidated financial statements are issued.

As a result of the acquired TRANZACT collateralized facility (see Note 11 — Debt), we had $7 million of restricted cash at December 31, 2020, which is included within prepaid and other current assets on our consolidated balance sheets.

includes an allowance for accrued and unbillable amounts.

long-term rates of compensation and pension increases and rates of employee termination.

Beginning on July 30, 2019 with the acquisition of TRANZACT (see Note 3 — Acquisitions and Divestitures), we have a direct-to-consumer Medicare broking offering.

The governing contracts in our direct-to-consumer Medicare broking offering

stage of project completion that, in turn, affect how we recognize revenue.

*Not Adopted for 2021*

In October 2021, the FASB issued ASU No. 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,* which addresses the accounting for revenue contracts with customers acquired in a business combination, as well as contract assets and contract liabilities from other contracts to which the provisions of ASC 606 apply.

This ASU amends Topic 805 to add these contracts to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity recognize and measure such contract assets and contract liabilities acquired in a business combination in accordance with ASC 606.

This ASU becomes effective for the Company on January 1, 2023 and must be applied prospectively to business combinations occurring on or after this date.

As permitted, the Company early-adopted this ASU on January 1, 2022.

*Adopted*

An evaluation was performed under the supervision and with the participation of [removed: the] [added: our] chief executive officer (‘CEO’) and chief financial officer (‘CFO’), of the effectiveness of the design and operation of our disclosure controls and [removed: procedures] [added: procedures,] as [added: defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act] of [added: 1934, as amended (the ‘Exchange Act’), as of] the end of the period covered by this [added: annual] report.

Based upon that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021] [added: 2022] in providing reasonable assurance that the information required to be disclosed in [removed: our] [added: the] periodic reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.

There were no changes in our internal control over financial [removed: reporting] [added: reporting, as defined] in [added: Rules 13a-15(f) and 15d-15(f) under] the [added: Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act in the] quarter [added: and year] ended December 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Internal control over financial reporting refers to the process designed by, or under the supervision of, our CEO and CFO, and overseen by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with [added: U.S.] generally accepted accounting [removed: principles,] [added: principles (‘U.S. GAAP’),] and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of [removed: the assets of the Company;][added: our assets;]

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with [removed: generally accepted accounting principles] [added: U.S. GAAP] and that [added: our] receipts and expenditures [removed: of the Company] are being made only in accordance with authorizations of [added: our] management and [removed: directors of the Company;] [added: directors;] and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of [removed: the Company’s] [added: our] assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining [removed: adequate] [added: the adequacy and effectiveness of our] internal control over financial [removed: reporting for the Company.][added: reporting.]

[removed: Management has] [added: In making this evaluation, management] used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (‘COSO’)] in the report entitled *Internal Control — Integrated Framework [removed: (2013)* to evaluate the effectiveness of the Company’s internal control over financial reporting.][added: (2013)*.]

Based on this evaluation, management has concluded that [removed: the Company] [added: we] maintained effective internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal [removed: controls] [added: control] over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their [removed: report,] [added: report titled “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting,”] which is included herein.

To the Shareholders and [added: the] Board of Directors of Willis Towers Watson Public Limited Company

We have audited the internal control over financial reporting of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), the consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February 24, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on those financial statements.

Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

February 24, 2023

Most of our employees who are involved in our financial reporting processes and controls continue to work remotely following the onset of the COVID-19 pandemic and are expected to do so for the foreseeable future.

COVID-19 has not had any specific impact to the design or operating effectiveness of our internal controls over financial reporting.

February 24, 2022

Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Set forth below is a description of a matter reported pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act.

Concurrently with this Annual Report on Form 10-K, we are filing a notice pursuant to Section 13(r) of the Exchange Act that the matter has been disclosed herein.

Willis Limited, WTW’s main broking entity in the U.K., at the request and on behalf of certain reinsured clients, has obtained reinsurance coverage from the F.A.I.R. Aviation Pool (‘the Pool’), which is managed by Société Centrale de Réassurance, a Moroccan entity (‘SCR Maroc’).

The membership of the Pool changes each policy year, but has in some, but not all, years included Iranian (re)insurance carriers, namely Bimeh Markazi Iran, Bimeh Asia (Asia Insurance Co), and Bimeh Iran (Iran Insurance Co) (collectively, the ‘Iranian Carriers’).

As a broker, Willis Limited has, on behalf of its reinsured clients, made premium payments to SCR Maroc (acting on behalf of the Pool) and received claims payments from SCR Maroc (acting on behalf of the Pool), at times offset against premium payments owed to the Pool.

Willis Limited has not made any payments to or received any payments from the Iranian Carriers directly.

However, based on currently known information, our belief is that SCR Maroc may have paid to (or received from) Iranian Carriers a portion of those amounts corresponding to their share of the Pool for the relevant underwriting year.

We do not believe, based on current information, that the Company teams working on the placement understood or intended the connections with Iranian Carriers described above.

Since 2013, Willis Limited has made seven premium or netted premium/claim payments to SCR Maroc where Iranian Carriers were members of the Pool for the relevant policy year, in amounts equal to $134,728.12 plus EUR 7,242.40 in the aggregate.

From these payments, Willis Limited retained commission of $21,860.71 plus EUR 2,566.86 in the aggregate.

An affiliate of Willis Limited has submitted a voluntary self-disclosure to the U.S. Office of Foreign Assets Control (‘OFAC’) in relation to the above-described U.S. dollar transactions.

It intends to cooperate fully with any investigation by OFAC.

The Company does not intend to engage in future transactions or dealings with the Iranian Carriers.

None.

[removed: The] [added: All other] information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

Information with respect to the Company’s Securities Authorized for Issuance Under Equity Compensation Plans as required by Item 201(d) of Regulation S-K is incorporated herein by reference to Item 5 of this Annual Report on Form 10-K.

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

| 2.1 | | [Agreement and Plan of Merger, dated as of June 29, 2015, by and among Willis Group Holdings plc, Citadel Merger Sub, Inc. and Towers Watson & [removed: Co (incorporated by reference to Exhibit 2.1 to the Form] [added: Co](https://www.sec.gov/Archives/edgar/data/1140536/000119312515240148/d948067dex21.htm) | |] 8-K [removed: filed by the Company on] [added: | | 2.1 | |] June 30, [removed: 2015)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312515240148/d948067dex21.htm)] [added: 2015] | [added: | |]

| 2.2 | | [Amendment No. 1 to Agreement and Plan of Merger, dated November 19, 2015, by and among Willis, Merger Sub and Towers [removed: Watson (incorporated by reference to Exhibit 2.1 to the Form] [added: Watson](https://www.sec.gov/Archives/edgar/data/1140536/000119312515383814/d43997dex21.htm) | |] 8-K [removed: filed by the Company on] [added: | | 2.1 | |] November 20, [removed: 2015)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312515383814/d43997dex21.htm)] [added: 2015] | [added: | |]

| 3.1 | | [Amended and Restated Memorandum and Articles of Association of Willis Towers Watson Public Limited [removed: Company (incorporated by reference to Exhibit 3.1 to the Form] [added: Company](https://www.sec.gov/Archives/edgar/data/1140536/000119312517203660/d397380dex31.htm) | |] 8-K [removed: filed by the Company on] [added: | | 3.1 | |] June 15, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312517203660/d397380dex31.htm)] [added: 2017] | [added: | |]

| 4.1 | | [Description of [removed: the] [added: Willis Towers Watson Public Limited] Company’s ordinary [removed: shares (incorporated by reference to Exhibit 4.1 to the Form] [added: shares](https://www.sec.gov/Archives/edgar/data/1140536/000156459020006736/wltw-ex41_331.htm) | |] 10-K [removed: filed by the Company on] [added: | | 4.1 | |] February 26, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/0001140536/000156459020006736/wltw-ex41_331.htm)] [added: 2020] | [added: | |]

| 4.2 | | [Indenture, dated as of August 15, 2013, by and among Trinity Acquisition Limited, as issuer, Willis Group Holdings Public Limited Company, Willis Netherlands Holdings B.V., Willis North America Inc., Willis Investment UK Holdings Limited, TA I Limited and Willis Group Limited, as guarantors, and [added: Computershare Trust Company, N.A., as successor to] Wells Fargo Bank, National Association, as [removed: trustee (incorporated by reference to Exhibit 4.1 to the Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1140536/000119312513336388/d583725dex41.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.1 | |] August 15, [removed: 2013)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312513336388/d583725dex41.htm)] [added: 2013] | [added: | |]

| 4.3 | | [First Supplemental Indenture, dated as of August 15, 2013, supplemental to the Indenture dated [added: as of] August 15, [removed: 2013 (incorporated by reference to Exhibit 4.2 to the Form] [added: 2013](https://www.sec.gov/Archives/edgar/data/1140536/000119312513336388/d583725dex42.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.2 | |] August 15, [removed: 2013)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312513336388/d583725dex42.htm)] [added: 2013] | [added: | |]

| 4.4 | | [Second Supplemental Indenture, dated as of March 9, 2016, supplemental to the Indenture, dated as of August 15, [removed: 2013 (incorporated by reference to Exhibit 4.3 to the Form] [added: 2013](https://www.sec.gov/Archives/edgar/data/1140536/000119312516498760/d154455dex43.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.3 | |] March 10, [removed: 2016)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312516498760/d154455dex43.htm)] [added: 2016] | [added: | |]

| 4.5 | | [Third Supplemental Indenture, dated as of March 22, 2016, supplemental to the Indenture, dated as of August 15, [removed: 2013 (incorporated by reference to Exhibit 4.1 to the Form] [added: 2013](https://www.sec.gov/Archives/edgar/data/1140536/000119312516513317/d142137dex41.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.1 | |] March 22, [removed: 2016)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312516513317/d142137dex41.htm)] [added: 2016] | [added: | |]

| [removed: 4.7] [added: 4.6] | | [Fifth Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of August 15, [removed: 2013 (incorporated by reference to Exhibit 4.3 to the Form] [added: 2013](https://www.sec.gov/Archives/edgar/data/1140536/000119312517259394/d442942dex43.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.3 | |] August 16, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312517259394/d442942dex43.htm)] [added: 2017] | [added: | |]

| [removed: 4.8] [added: 4.7] | | [Indenture, dated as of May 16, 2017, among Willis North America Inc., as issuer, Willis Towers Watson Public Limited Company, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc and Willis Group Limited, as guarantors, and [added: Computershare Trust Company, N.A., as successor to] Wells Fargo Bank, National Association, as [removed: Trustee (incorporated by reference to Exhibit 4.1 to the Form] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1140536/000119312517172295/d384531dex41.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.1 | |] May 16, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312517172295/d384531dex41.htm)] [added: 2017] | [added: | |]

| [removed: 4.9] [added: 4.8] | | [First Supplemental Indenture, dated as of May 16, [removed: 2017 (incorporated by reference to Exhibit 4.2] [added: 2017, supplemental] to the [removed: Form] [added: Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312517172295/d384531dex42.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.2 | |] May 16, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312517172295/d384531dex42.htm)] [added: 2017] | [added: | |]

| [removed: 4.10] [added: 4.9] | | [Second Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of May 16, [removed: 2017 (incorporated by reference to Exhibit 4.4 to the Form] [added: 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312517259394/d442942dex44.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.4 | |] August 16, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312517259394/d442942dex44.htm)] [added: 2017] | [added: | |]

| [removed: 4.11] [added: 4.10] | | [Third Supplemental Indenture, dated as of September 10, 2018, supplemental to the Indenture dated as of May 16, [removed: 2017 (incorporated by reference to Exhibit 4.1 to the Form] [added: 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312518270074/d620014dex41.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.1 | |] September 10, [removed: 2018)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312518270074/d620014dex41.htm)] [added: 2018] | [added: | |]

| [removed: 4.12] [added: 4.11] | | [Fourth Supplemental Indenture, dated as of September 10, 2019, supplemental to the Indenture dated as of May 16, [removed: 2017 (incorporated by reference to Exhibit 4.1 to the Form] [added: 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312519242058/d773448dex41.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.1 | |] September 10, [removed: 2019)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312519242058/d773448dex41.htm)] [added: 2019] | [added: | |]

| 4.13 | | [Officers’ Certificate of the Issuer and the Guarantors (including Form of Willis North America Inc.'s 2.95% Senior Note due 2029 and 3.875% Senior Note due 2049), dated as of May 29, [removed: 2020 (incorporated by reference to Exhibit 4.1 to the Form] [added: 2020](https://www.sec.gov/Archives/edgar/data/1140536/000119312520155900/d937873dex41.htm) | |] 8-K [removed: filed by the Company on] [added: | | 4.1 | |] May 29, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312520155900/d937873dex41.htm)] [added: 2020] | [added: | |]

| 4.14 | | [Form of Indenture among Willis Towers Watson Public Limited Company, as issuer, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America Inc., as guarantors, and [removed: Wells Fargo Bank, National Association,] [added: Computershare Trust Company, N.A.,] as [removed: Trustee (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1076532/000119312522058006/d252728dex46.htm) | |] S-3 [removed: filed by the Company on March 11, 2019)](https://www.sec.gov/Archives/edgar/data/0001140536/000119312519070926/d716007dex46.htm)] | [added: | 4.6 | | February 28, 2022 | | |]

| [removed: 10.1] [added: 10.1^] | | [Second Amended and Restated Credit Agreement, dated as of October 6, 2021, among, Trinity Acquisition plc and its indirect subsidiaries, Willis North America Inc. and Willis Netherlands Holdings B.V., Willis Towers Watson Public Limited Company, the lenders party thereto and Barclays Bank PLC, as Administrative [removed: Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1140536/000119312521294224/d214769dex101.htm) | |] 8-K [removed: filed by the Company on] [added: | | 10.1 | |] October 7, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/1140536/000119312521294224/d214769dex101.htm)] [added: 2021] | [added: | |]

| 10.2 | | [Second Amended and Restated Guaranty Agreement, dated as of October 6, 2021, among, Trinity Acquisition plc, Willis Towers Watson Public Limited Company, the other guarantors party thereto and Barclays Bank PLC, as Administrative [removed: Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form] [added: Agent](https://www.sec.gov/Archives/edgar/data/1140536/000119312521294224/d214769dex102.htm) | |] 8-K [removed: filed by the Company on] [added: | | 10.2 | |] October 7, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/1140536/000119312521294224/d214769dex102.htm)] [added: 2021] | [added: | |]

| 10.3 | | [Deed Poll of Assumption, dated as of December 31, 2009, by and between Willis Group Holdings Limited and Willis Group Holdings Public Limited [removed: Company (incorporated by reference to Exhibit 10.4 to the Form] [added: Company](https://www.sec.gov/Archives/edgar/data/1140536/000095012310000028/h69179exv10w4.htm) | |] 8-K [removed: filed by the Company on] [added: | | 10.4 | |] January 4, [removed: 2010)†](https://www.sec.gov/Archives/edgar/data/0001140536/000095012310000028/h69179exv10w4.htm)] [added: 2010] | [added: | |]

| 10.4 | | [removed: [Termination] [added: [Security and Asset Purchase] Agreement, dated as of [removed: July 26,] [added: August 12,] 2021, by and between Willis Towers Watson plc and [removed: Aon plc (incorporated by reference to Exhibit 10.1 to the Current Report on Form] [added: Arthur J. Gallagher & Co.](https://www.sec.gov/Archives/edgar/data/1140536/000119312521246964/d218523dex101.htm) | |] 8-K [removed: filed by the Company on July 26, 2021)](https://www.sec.gov/Archives/edgar/data/1140536/000119312521224367/d194252dex101.htm)] | [added: | 10.1 | | August 16, 2021 | | |]

| 10.5 | | [removed: [Security and Asset Purchase] [added: [Letter] Agreement, dated [removed: as of August 12,] [added: December 1,] 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & [removed: Co. (incorporated by reference to Exhibit 10.1 to the Current Report on Form] [added: Co.](https://www.sec.gov/Archives/edgar/data/1140536/000119312521349136/d414791dex101.htm) | |] 8-K [removed: filed by the Company on August 16, 2021)](https://www.sec.gov/Archives/edgar/data/1140536/000119312521246964/d218523dex101.htm)] | [added: | 10.1 | | December 6, 2021 | | |]

| [removed: 10.7] [added: 10.6†] | | [Willis Towers Watson Public Limited Company 2012 Equity Incentive [removed: Plan (incorporated by reference to Exhibit] [added: Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312522127378/d248213ddef14a.htm) | | DEF14A | |] A [removed: to the Definitive Proxy Statement on Schedule 14A filed by the Company on] [added: | |] April [removed: 27, 2016)†](https://www.sec.gov/Archives/edgar/data/0001140536/000119312516559609/d34852ddef14a.htm)] [added: 28, 2022] | [added: | |]

| [removed: 10.8] [added: 10.7†] | | [Form of Time-Based Share Option Award Agreement under the Willis Group Holdings Public Limited Company 2012 Equity Incentive [removed: Plan (incorporated by reference to Exhibit 10.1 to the Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312512346209/d352817dex101.htm) | |] 10-Q [removed: filed by the Company on] [added: | | 10.1 | |] August 9, [removed: 2012)†](https://www.sec.gov/Archives/edgar/data/0001140536/000119312512346209/d352817dex101.htm)] [added: 2012] | [added: | |]

| [removed: 10.9] [added: 10.8†] | | [Form of 2012 Equity Incentive Plan (As Amended and Restated) Restricted Share Unit Award Agreement for Non-Employee Directors under the Willis Group Holdings Public Limited Company 2012 Equity Incentive [removed: Plan*†](https://www.sec.gov/Archives/edgar/data/1140536/000095017022001932/wtw-ex10_9.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1140536/000095017022001932/wtw-ex10_9.htm)] | [added: | 10-K | | 10.9 | | February 24, 2022 | | |]

| [removed: 10.10] [added: 10.9†] | | [Rules of the Willis Group Holdings Public Limited Company 2012 Sharesave Sub-Plan for the United Kingdom to the Willis Group Holdings Public Limited Company 2012 Equity Incentive [removed: Plan (incorporated by reference to Exhibit 10.32 to the Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1140536/000144530513000389/exhibit1032.htm) | |] 10-K [removed: filed by the Company on] [added: | | 10.32 | |] February 28, [removed: 2013)†](https://www.sec.gov/Archives/edgar/data/0001140536/000144530513000389/exhibit1032.htm)] [added: 2013] | [added: | |]

| [removed: 10.11] [added: 10.10†] | | [Amended and Restated Willis U.S. 2005 Deferred Compensation [removed: Plan (incorporated by reference to Exhibit 10.1 to the Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1140536/000129993309004633/exhibit1.htm) | |] 8-K [removed: filed by the Company on] [added: | | 10.1 | |] November 20, [removed: 2009)†](https://www.sec.gov/Archives/edgar/data/0001140536/000129993309004633/exhibit1.htm)] [added: 2009] | [added: | |]