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

[We may not be able to fully realize the anticipated benefits of our growth [removed: strategy.](#rf_2)][added: strategy or our expected product, service, and transaction pipelines.](#rf_2)]

[Our growth strategy depends, in part, on our ability to make [removed: acquisitions.][added: acquisitions or grow our business organically.]

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_4)][added: reputation.](#rf_60)]

[The sale of Willis Re to Gallagher, including transitional arrangements, creates incremental business, operational, regulatory and reputational [removed: risks.](#rf_43)][added: risks.](#rf_61)]

[Our business performance and growth plans could be negatively affected if we are not able to [added: develop and implement improvements in technology and] 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 tools.](#rf_5)

[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 [removed: the war between Russia and Ukraine] [added: wars] or any other geopolitical tensions.](#rf_9)

[Damage to our [removed: reputation,] [added: business,] including [removed: due] to [added: our reputation arising from, among other things,] the failure of third parties on whom we rely to perform services or [added: maintain positive] public [removed: opinions of third parties with whom we associate,] [added: perceptions,] could adversely affect our [removed: businesses.](#rf_17)][added: business, operations and results.](#rf_17)]

[Macroeconomic trends, including inflation, [removed: increased] [added: changes in] interest rates and trade [removed: policies could continue to] [added: policies, as well as political events, trade and other international disputes, war, terrorism, natural disasters, public health issues and other business interruptions, can] adversely affect our business, results of operations or financial [removed: condition.](#rf_19)][added: condition.](#rf_62)]

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

[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 [removed: services or] [added: services,] increase our [removed: costs.](#rf_24)][added: costs or limit our compensation.](#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 [added: impact our operations or] have an adverse effect on our business.](#rf_25)

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

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

[A downgrade to our corporate credit [removed: rating and] [added: rating,] the credit ratings of our outstanding debt [added: or other market speculation] may adversely affect our borrowing costs and financial flexibility and, under certain circumstances, may require us to offer to buy back some of our outstanding debt.](#rf_30)

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

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 [removed: Report.][added: Report on Form 10-K.]

In pursuit of our growth strategy, we may also invest significant time and resources into new product or service offerings, [added: as well as investments in technology] and [added: infrastructure to support these offerings, and] there is the possibility that [added: we may not realize our expected return on] these offerings [added: or that these offerings] may fail to yield sufficient return to cover [removed: their] [added: the cost of] investment.

We may not be able to fully realize the anticipated benefits of our growth [removed: strategy.][added: strategy or our expected product, service, and transaction pipelines.]

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

We cannot be certain whether we will be able to realize benefits from current revenue-generating or cost-saving [removed: initiatives] [added: initiatives, including our Transformation program,] and ultimately realize our [added: strategic] objectives.

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

[removed: While we plan to undertake these types of large, complex projects based on our determination that each is necessary or desirable for] the execution of the Company’s 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 expected.

Further, many of the risks described herein increase during periods of [added: significant organizational change and transformation.]

Our growth strategy depends, in part, on our ability to make [removed: acquisitions.][added: acquisitions or grow our business organically.]

Our growth depends in part on our ability to make [removed: acquisitions.][added: acquisitions and grow organically.]

We may not be successful in identifying appropriate acquisition [added: and disposition] candidates or consummating acquisitions on terms acceptable or favorable to us.

We also face additional risks related to acquisitions, including [removed: that we could overpay for acquired] [added: the ability to negotiate transactions on favorable terms, the ability to secure regulatory approval of transactions where required, the ability to successfully integrate them into our existing] businesses and [added: culture, and the potential] that any acquired business could significantly underperform relative to our expectations.

For example, we completed the divestiture of the Willis Re business to Gallagher in 2022 which [removed: may give] [added: gives] rise to such risks including those risks associated with managing transition arrangements.

The process of integrating an acquired business may subject us to a number of risks, including, without limitation, an inability to retain the management, key personnel and other [removed: employees] [added: colleagues] of the acquired business; an inability to establish uniform standards, controls, systems, procedures and policies or to achieve anticipated savings; and exposure to legal claims or regulatory censure for activities of the acquired business prior to acquisition.

With respect to any such acquisition transactions, we face the risk related to the potential impacts of the transaction and integration on relationships, including with [removed: employees,] [added: colleagues,] correspondents, suppliers, clients and competitors, as well as the risk related to contingent liabilities (including litigation) potentially creating material liabilities for the Company.

If acquisitions [added: or entry into businesses, products or services] are not successfully integrated and the intended benefits of the acquisitions [added: or business developments] are not achieved, our business, financial condition and results of operations could be materially adversely affected, as well as our professional reputation.

The completion of the agreed-upon transaction to sell our Willis Re business to Gallagher, which has occurred in all jurisdictions globally, entails important risks, including, among others: the risk that the post-closing transition arrangements, which are complex, may impose costs or liabilities or may give rise to errors in execution, be distracting to our management, or cause disruption to our business or our relationships with clients, [removed: employees,] [added: colleagues,] suppliers, regulators, competitors, and other third parties; the risk that the triggers for the potential earnout payment may not be met; the risk that transaction and/or transition costs may be greater than expected, including as a result of the complexity of the transition arrangements in domestic and international jurisdictions across the globe; the risk that [removed: management’s attention is diverted from other matters during the post-closing period; the risk that] litigation associated with the Gallagher transaction or with contingent liabilities we have retained, if any, [removed: arises; the risk of disruptions from the completion of the Gallagher transaction and transition arrangements that impact our business, including current plans and operations, including the risk of exacerbating existing disruptions or challenges we face;] [added: may arise;] and other risks in this Annual Report on Form 10-K and in our other SEC filings.

Our business performance and growth plans could be negatively affected if we are not able to [added: develop and implement improvements in technology and] 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 tools.

Our success depends, in part, on our ability to develop and implement technology, data and analytic solutions that anticipate, [removed: lead] [added: lead,] or keep pace with rapid and continuing changes in technology both for internal operations and for maintaining industry standards and meeting client preferences.

Likewise, [added: the lingering effects of the] COVID-19 [added: pandemic] and related economic disruptions have impacted and could have a material adverse impact on global demand from our clients, as well as our operations as discussed elsewhere in this report.

In addition, existing and new competitors (whether traditional competitors or non-traditional competitors, such as technology companies) [removed: could] [added: may continue to] develop competing technologies or product or service [removed: offerings that disrupt our industries.][added: offerings.]

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 [removed: the war between Russia and Ukraine] [added: wars] or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption as a result of the [removed: war between Russia] [added: Russia-Ukraine] and [removed: Ukraine.][added: Israel-Hamas wars.]

Although the length and impact of the ongoing [removed: situation is] [added: wars are] highly unpredictable, [removed: as the war in Ukraine continues, it has and] [added: these geopolitical conflicts] could continue to lead to further market disruptions.

The extent and duration of [removed: the crisis,] [added: geopolitical crises,] sanctions and resulting market disruptions are impossible to predict, but could be substantial.

[Our global operations expose us to increasing, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business.](#rf_63)

We have stated certain financial goals through the end of fiscal 2024, including with respect to our cash flows, our growth and margin targets, and our share repurchases.

We have stated, and may in the future state, other goals for 2024 or future periods.

In addition, costs necessary to realize the savings benefits of such initiatives may be greater, or require more time, than originally projected.

In addition, our pipeline estimates may prove to be unreliable either in a particular quarter or over a longer period of time.

Should we be unable to succeed in our initiatives to drive growth and achieve our stated financial targets, we may have to delay, scale back or discontinue the development, deployment and commercialization of our products or services or delay our efforts to expand our transaction pipeline.

As a result, our ability to deliver continued sustainable and profitable growth may be negatively impacted and financial performance across our segments and geographies may be adversely affected.

While we plan to undertake these types of large, complex projects based on our determination that each is necessary or desirable for

Beyond inorganic acquisition activity, we may further our organic growth strategy by entering into lines of business or by offering new products and services within existing lines of business.

These lines of business, products and services present us with additional risks, particularly in instances where the markets are heavily regulated, meaningfully competitive with high bars to entry, or new or not fully developed.

Such risks include the investment of significant time and resources; the possibility that these efforts will not be successful and could result in reputational damage to us; the possibility that the marketplace does not accept our products or services or that we are unable to retain clients that adopt our new products or services; and the risk of new or additional liabilities associated with these efforts, including potential E&O or other claims.

In addition, many of the businesses that we acquire and develop will likely have significantly smaller scales of operations prior to the implementation of our growth strategy.

External factors, such as compliance with new or revised regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of a line of business, product or service.

For example, incorporating artificial intelligence into certain product offerings may become more important in our operations over time.

If we fail to keep pace with rapidly evolving artificial intelligence technological developments, our competitive position and business results may be negatively impacted.

We depend on our technology systems for conducting business, as well as for providing the data and analytics we use to manage our business.

As a result, our business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems that support our business processes and strategic initiatives in a cost- and resource-efficient manner, particularly as our business processes become more digital.

We have a number of strategic initiatives involving investments in technology and infrastructure to support our own systems as well as partnerships with technology companies as part of our Transformation program and as a subset of our overall growth strategy.

These investments may be costly and require significant capital expenditures and/or may not be profitable or may be less profitable than what we have experienced historically.

In addition, investments in technology systems may not deliver the benefits or perform as expected or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs.

If we do not keep up with technological changes or execute effectively on our strategic initiatives, our business and results of operations could be adversely impacted.

As part of our efforts to enhance our technological capabilities, from time to time, we may utilize artificial intelligence, machine learning, data analytics, and similar tools that collect, aggregate and analyze data (collectively, ‘Data Tools’).

There are significant risks involved in utilizing Data Tools and no assurance can be provided that the usage of such Data Tools will enhance our business or assist us in being more efficient or profitable.

While Data Tools may improve the efficiency of data analytics and reduce certain costs, there is no assurance that the expenses related to Data Tools directly or indirectly borne by us will outweigh such reduced investment costs or outweigh such risks.

In addition, the use of Data Tools may enhance cybersecurity risks and operational and technological risks.

The technologies underlying Data Tools and their use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection and federal equal opportunity laws.

As a result, it is not possible to predict all of the legal,

operational or technological risks related to the use of Data Tools.

Moreover, Data Tools are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use of Data Tools may adversely affect our ability to use them in a manner that is cost- and resource-effective.

For further discussion of risks relating to these technology systems, please see ‘*Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm, and/or legal liability’* below.

Major public health issues, including the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect our business, results of operations or financial condition.

The COVID-19 pandemic disrupted certain aspects of our business and the businesses of our clients, third-party vendors, business partners and others, in every geography in which we operate and the ultimate extent of its impact on us, how we operate and our results, will depend on future developments that we are unable to predict.

Public health issues could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future.

Additionally, U.S. and global markets are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the war between Russia and Ukraine and the Israel-Hamas war.

These ongoing wars and other geopolitical conflicts could lead to further market disruptions and could have a material adverse effect on our business, prospects, financial condition, and operating results as further discussed in ‘*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 wars or any other geopolitical tensions’* below.

Geopolitical tensions that have not crystallized into active wars could similarly cause market disruptions, directly or indirectly.

services), negative publicity, operational disruption, legal liability and/or damage to our reputation, as well as require substantial resources and effort of management, thereby diverting management’s focus and resources from business operations.

For further discussion of the commercial risks related to the cybersecurity and data protection technology we use, please see ‘*Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology and 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 tools’* above.

In addition, please see Part I, Item 1C Cybersecurity of this Form 10-K

their own data privacy and data security laws.

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

[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)

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 targets, and our share 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.

significant organizational change and transformation.

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.

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

We have been impacted by the COVID-19 pandemic and may be substantially and negatively impacted by COVID-19 or other pandemics in the future.

The COVID-19 pandemic has had an adverse impact on global commercial activity, including the global supply chain, and at times has contributed to strain in financial markets, including, among other effects, significant volatility in equity markets, changes in interest rates and reduced liquidity on a global basis.

It has also resulted in increased travel restrictions and extended shutdowns of businesses in various industries including, among others, travel, trade, tourism, health systems and food supply, and significantly reduced overall economic output.

As such, there is a risk that COVID-19 and its variants could continue to have a negative impact, potentially substantial, on client demand and cash flow in certain or all of our businesses.

COVID-19 risks magnify other risks discussed in this report and any of our other SEC filings.

For example, the effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of COVID-19 and its variants could have a material impact on demand for our business.

In addition, steps taken by market counterparties such as insurance carriers to limit their exposures to COVID-19 and related risks could have an impact on their willingness to provide or renew coverage for our clients on historical terms and pricing, which could again impact demand for our business.

Coverage disputes arising out of the pandemic, some of which have already emerged, could also increase our professional liability risk by increasing the frequency and severity of allegations by others that, in the course of providing services, we have committed errors or omissions for which we should have liability.

The continued fluidity of the COVID-19 pandemic, including the ongoing development, availability, distribution and acceptance of effective vaccines and the emergence of vaccine-resistant variants, precludes any prediction as to the duration of the effects of the COVID-19 pandemic and the ultimate adverse impact of COVID-19 on our business.

As a result, the COVID-19 pandemic continues to present material uncertainty and risk with respect to demand for and delivery of our products and services.

In addition, COVID-19 has disrupted certain aspects of our business and could continue to disrupt, possibly materially, our business operations and the services we provide, as well as the business operations of our clients, suppliers and other third parties with whom we interact.

As an increasing percentage of our colleagues continue to work remotely, we face resiliency risks, such as the risk that our information technology platform could potentially be inadequate to support increasing demand, as well as the risk that unusual working arrangements could impact the effectiveness of our operations or controls.

Economic disruption caused by COVID-19 or other factors may impact the pace at which we make information technology-based investments, and we may continue to make fewer information technology-based investments than previously anticipated, which could potentially create business operational risk.

In addition, we depend on third-party platforms and other infrastructure to provide certain of our products and services, and such third-party infrastructures face similar resiliency risks.

These factors have exposed us to increased phishing and other cybersecurity attacks as cybercriminals try to exploit the uncertainty surrounding the COVID-19 pandemic, as well as an increase in the number of points of potential attack, such as laptops and mobile devices (both of which are now being used in increased numbers as many of our employees work remotely), to be secured.

A failure to effectively manage these risks, including to promptly identify and appropriately respond to any cyberattacks, may adversely affect our business.

Also, a potential COVID-19 infection of any of our key colleagues could substantially and negatively impact our operations.

Further, it is possible that COVID-19 causes us to close down call centers and hubs and other processes on which we rely, or impacts processes of third-party vendors on whom we rely, which could also materially impact our operations.

Resultant changes in financial markets could also have a material impact on our own hedging and other financial transactions, which could impact our liquidity.

In addition, it is possible that COVID-19 restrictions could create difficulty for satisfying our legal or regulatory filing or other obligations, including with the SEC and other regulators.

As noted above, 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.

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.

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.

All of the foregoing events or potential outcomes, including in combination with other risk factors included in this Annual Report on Form 10-K, could cause a substantial negative effect on our results of operations in any period and, depending on their severity, could also substantially and negatively affect our financial condition.

Furthermore, such potential material adverse effects may lag behind the developments related to the COVID-19 pandemic.

Such events and outcomes also could potentially impact our reputation with clients and regulators, among others.

Harm to our reputation can arise from numerous

These financial measures* *should be viewed in addition to, not in lieu of, the consolidated financial* *statements for the year ended December 31, [removed: 2022.*][added: 2023.*]

Overall, we are currently seeing a [removed: modest but definite increase in pricing in the] [added: stabilizing] market.

We believe that the primary factors in selecting a human resources or risk management consulting [removed: firm] [added: company] include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs.

See Part I, Item 1A Risk Factors in this Annual Report on Form 10-K for [removed: discussions] [added: a discussion] of risks that may affect our [added: growth relative to expectations and our] ability to compete.

In the fourth quarter of 2021, [removed: we] [added: the Company] initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align [removed: our] [added: its] real estate footprint to [removed: our] [added: its] new ways of working.

During the [removed: third] [added: fourth] quarter of [removed: 2022,] [added: 2023,] we revised the expected costs and savings under the program and we now expect the program to generate annual cost savings in excess of [removed: $360] [added: $425] million by the end of 2024.

The program is expected to incur cumulative costs of [removed: $630] [added: approximately $995] million and capital expenditures of approximately [removed: $270] [added: $130] million, for a total investment of [removed: $900 million.][added: $1.125 billion.]

The main categories of charges [removed: will be] [added: have been] in the following four areas:

This category [removed: will include] [added: includes] the impairment of technology assets that are duplicative or no longer revenue-producing, as well as costs for technology investments that do not qualify for capitalization.

Process optimization — these costs [removed: will be] [added: are] incurred in the right-shoring strategy and automation of our operations, which [removed: will include] [added: includes] optimizing resource deployment and appropriate colleague alignment.

These costs [removed: will] include process and organizational design costs, severance and separation-related costs and temporary retention costs.

For the years ended December 31, [added: 2023,] 2022 and 2021, restructuring charges under our Transformation program totaled [added: $68 million,] $99 million and $26 million, respectively.

Other costs incurred under the Transformation program are included in transaction and transformation, net and were [added: $347 million and] $136 million for the [removed: year] [added: years] ended December 31, [removed: 2022.][added: 2023 and 2022, respectively.]

From the actions taken during [removed: 2022,] [added: 2023,] we have identified an additional [removed: $129] [added: $188] million of annualized run-rate savings during the year due to newly-realized opportunities and incremental sources of [removed: 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.][added: value.]

[removed: The] [added: We began to recognize the] benefits from the program [removed: began to be recognized] during 2022.

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

For management’s discussion of our results of operations for the year ended December 31, [removed: 2021] [added: 2022] in comparison with the year ended December 31, [removed: 2020,] [added: 2021,] please see our Annual Report on Form 10-K filed with the SEC on February 24, [removed: 2022.][added: 2023.]

| | | 2022 | | | [removed: | | | | | 2021 | | | | | | |]

| Revenue | | $ | [removed: 8,866] [added: 9,483] | | | | 100 | % | | $ | [removed: 8,998] [added: 8,866] | | | | 100 | % |

| Salaries and benefits | | | [removed: 5,065] [added: 5,344] | | | | [removed: 57] [added: 56] | % | | | [removed: 5,253] [added: 5,065] | | | | [removed: 58] [added: 57] | % |

| Other operating expenses | | | [removed: 1,776] [added: 1,815] | | | | [removed: 20] [added: 19] | % | | | [removed: 1,673] [added: 1,776] | | | | [removed: 19] [added: 20] | % |

| Depreciation | | | [removed: 255] [added: 242] | | | | 3 | % | | | [removed: 281] [added: 255] | | | | 3 | % |

| Amortization | | | [removed: 312] [added: 263] | | | | [removed: 4] [added: 3] | % | | | [removed: 369] [added: 312] | | | | 4 | % |

| Restructuring costs | | | [removed: 99] [added: 68] | | | | 1 | % | | | [removed: 26] [added: 99] | | | | [removed: —] [added: 1] | % |

| Transaction and [removed: transformation, net] [added: transformation] | | | [removed: 181] [added: 386] | | | | [removed: 2] [added: 4] | % | | | [removed: (806] [added: 181] | [removed: )] | | | [removed: (9] [added: 2] | [removed: )%] [added: %] |

| Total costs of providing services | | | [removed: 7,688] [added: 8,118] | | | | | | | | [removed: 6,796] [added: 7,688] | | | | | |

| Income from operations | | | [removed: 1,178] [added: 1,365] | | | | [removed: 13] [added: 14] | % | | | [removed: 2,202] [added: 1,178] | | | | [removed: 24] [added: 13] | % |

| Interest expense | | | [removed: (208] [added: (235] | ) | | | (2 | )% | | | [removed: (211] [added: (208] | ) | | | (2 | )% |

| Other income, net | | | [removed: 288] [added: 149] | | | | [removed: 3] [added: 2] | % | | | [removed: 701] [added: 288] | | | | [removed: 8] [added: 3] | % |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | [removed: 1,258] [added: 1,279] | | | | [removed: 14] [added: 13] | % | | | [removed: 2,692] [added: 1,258] | | | | [removed: 30] [added: 14] | % |

| Provision for income taxes | | | [removed: (194] [added: (215] | ) | | | (2 | )% | | | [removed: (536] [added: (194] | ) | | | [removed: (6] [added: (2] | )% |

| INCOME FROM CONTINUING OPERATIONS | | | 1,064 | | | | [removed: 12] [added: 11] | % | | | [removed: 2,156] [added: 1,064] | | | | [removed: 24] [added: 12] | % |

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

| Income attributable to non-controlling interests | | | [removed: (15] [added: (9] | ) | | | — | % | | | [removed: (14] [added: (15] | ) | | | — | % |

| NET INCOME ATTRIBUTABLE TO WTW | | $ | [removed: 1,009] [added: 1,055] | | | | 11 | % | | $ | [removed: 4,222] [added: 1,009] | | | | [removed: 47] [added: 11] | % |

| Diluted earnings per share from continuing operations | | $ | [removed: 9.34] [added: 9.95] | | | | | | | $ | [removed: 16.63] [added: 9.34] | | | | | |

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: 2022.][added: 2023.]

| United States | | | [removed: 54] [added: 53] | % |

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: 2022.][added: 2023.]

| U.S. dollars | | | 60 | % | | | [removed: 55] [added: 54] | % |

Risks and Uncertainties of the Economic Environment

U.S. and global markets are continuing to experience volatility and disruption as a result of the ongoing Russia-Ukraine and Israel-Hamas wars.

Although the length and impact of these ongoing situations are highly unpredictable, they have caused disruption in the global markets and could continue to lead to further market disruptions.

The conflicts have contributed to negative impacts on and

volatility of the global economy and capital markets, resulting in significant inflation and fluctuating interest rates in many of the markets in which we operate.

This impacts not only the cost of and access to liquidity, but also other costs to run and invest in our business.

Other global economic events, such as accommodative monetary and fiscal policy and geopolitical tensions beyond the ongoing wars, have also contributed to significant inflation across the globe.

In particular, inflation in the United States, Europe, and other geographies has risen to levels not experienced in recent decades and we are seeing its impact on various aspects of our business.

Moreover, U.S. and global economic conditions have created market uncertainty and volatility.

Such general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability, and tax rates, affect our operating and general and administrative expenses, and we have no control or limited ability to control such factors.

These general economic conditions can also impact revenue, including revenue from customers as well as income from funds we hold on behalf of customers and pension-related income.

From time to time, our financial results have been (such as in 2021 and 2022), and may in the future be, negatively impacted by adverse workforce factors in a number of businesses, particularly commercial risk broking and health and benefits broking.

Additionally, our performance has benefited (such as in 2021 and 2022), and may benefit in the future, from revenue from book sales, which is non-recurring revenue.

The net impact of these factors, which caused our growth in 2021 and 2022 to be meaningfully slower than other competitors, has affected the comparability of our 2022 results against those in 2023 and could affect comparability of other future periods.

Since the inception of the program, we have identified $337 million of cumulative annualized run-rate savings, which overall are primarily attributable to process optimization.

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

The increases in both as-reported and organic revenue were driven by strong performances in both segments as well as the recognition of higher interest income that is not allocated to the segments.

The primary currencies driving this change were the Argentine Peso and Canadian Dollar.

Organic growth was led by Benefits Delivery & Outsourcing, driven by higher volumes and placements of Medicare Advantage and life policies in Individual Marketplace and increased project activity in Outsourcing.

Our Wealth businesses generated organic revenue growth from higher levels of Retirement work in North America and Europe, along with new client acquisitions and higher fees in Investments.

Health had organic revenue growth driven by the continued expansion of our Global Benefits Management client portfolio, expanded consulting work and increased brokerage income.

Career had organic revenue growth from increased compensation survey sales and executive compensation and other reward-based advisory services.

| | | 2023 | | | | 2022 | | | | Change | | Impact | | Change | | Divestitures | | Change |

Despite significant pressure from headwinds from book-of-business settlement revenue in the comparable period, Corporate Risk & Broking generated solid organic revenue growth driven by strong new business and improved client retention.

Insurance Consulting and Technology had organic revenue growth from software sales and increased project revenue.

The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and increased incentive and benefit costs for the year.

The increase was primarily due to higher professional service and marketing-related expenses for the current year as compared to the prior-year, and higher travel and entertainment costs due to the continued increase of post-pandemic activity.

This increase resulted primarily from higher revenue, the absence of the prior-year’s asset impairment expense discussed above and lower restructuring costs in the current year, partially offset by higher salary expense and incentive and benefit costs, increased transaction and transformation costs, higher professional service and marketing-related expenses and increased travel and entertainment costs in the current year as compared to the prior year.

Other income, net decreased due to lower pension income, which was primarily attributable to higher interest costs resulting from higher assumed discount rates in the current year, partially offset by greater gains on disposals in the current year.

and 15.4%, respectively.

The current year effective tax rate includes a $20 million deferred tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law.

In December 2022, E.U. member states formally adopted the E.U.’s Pillar Two Directive, which introduces a global corporate minimum tax of 15% for certain large multinational companies.

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

While we do not anticipate that this will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate.

This increase resulted primarily from higher revenue, the absence of the prior-year’s asset impairment expense discussed above, higher gains on disposals and lower restructuring costs in the current year, partially offset by higher salary expense and incentive and benefit costs, increased transaction and transformation costs, lower pension income, higher professional service and marketing-related expenses and higher travel and entertainment costs in the current year.

The Company will use the remaining net proceeds for general corporate purposes.

The increase in cash from December 31, 2022 to December 31, 2023 was due primarily to increased cash flow from operations, driven by operating margin improvement and the non-recurrence of certain prior-year headwinds related to foreign currency, tax and discretionary compensation, partially offset by increased Transformation program costs and $1.0 billion of share repurchases.

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

The increase in cash flows from operating activities as compared to the prior year was due primarily to operating margin improvement and the non-recurrence of prior-year headwinds, including realized losses on foreign currency hedges, payments made in the prior year for certain discretionary compensation and taxes for one-time gains recognized in connection with the Willis Re divestiture and the 2021 income receipt related to the Aon plc (‘Aon’) transaction termination.

These tailwinds were partially offset by increased Transformation program-related costs.

From time to time, including but not limited to the period after the announcement of the proposed Aon 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.

Further, the full impact of this competition may be delayed due to the timing of restrictive covenants or client renewals.

We believe that this dynamic, which was most pronounced in our Risk &

Broking segment during 2021, has caused the segment’s growth rate for 2022 to be meaningfully slower than other competitors.

This dynamic may be difficult to predict, given that the adverse impact in future periods is more significant than in the periods in which employees departed.

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

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’.

| | | | | | | | | |

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

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

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

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

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

| | | Years Ended December 31, | | | | | | | | Reported | | Currency | | Currency | | Acquisitions/ | | Organic |

| | | ($ in millions) | | | | | | | | | | | | | | | | |

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

The increase in organic revenue was driven by both segments.

The primary currencies driving these changes were the Euro and Pound sterling.

For further information on our segment reorganization and a full description of our businesses, please see Part I, Item 1, ‘Business – Segment Reorganization’ elsewhere within this Annual Report on Form 10-K.

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

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.

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

On both an as-reported and organic basis, Benefits Delivery & Administration was led by Individual Marketplace, primarily by TRANZACT, which had strong growth in Medicare Advantage sales.

Career revenue growth was driven by strong market demand for rewards advisory work and talent and compensation products.

Wealth revenue increased with notable growth in Europe, driven by funding advice and Guaranteed Minimum Pension equalization work, along with advisory-related fees in our Investments business.

Health revenue grew from increased consulting work and a gain recorded in connection with a book-of-business settlement in North America, alongside continued expansion of our local portfolios and global benefits management appointments outside of North America.

Benefits Delivery & Outsourcing revenue increased primarily due to new project and client activity in Europe and in North America, driven by an expanded client base and project work stemming from temporary federal policy changes affecting group healthcare plans.

The following table sets forth R&B segment revenue for the years ended December 31, 2022 and 2021, and the components of the change in revenue for the year ended December 31, 2022 from the year ended December 31, 2021.

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.

The table below gives an approximate analysis of revenue and expenses from continuing operations by currency in [removed: 2022.][added: 2023.]

| Expenses (i) | | [removed: 55%] [added: 54%] | | 17% | | 12% | | [removed: 16%] [added: 17%] |

forecasted Pounds sterling expenses exceed Pounds sterling revenue, in which case the Company limits its exposure to this exchange rate risk by the use of forward [added: and option] contracts matched to a portion of the forecasted Pounds sterling outflows arising in the ordinary course of business.

[added: These derivatives are not generally designated as hedging instruments and at December 31, 2023, we had] notional amounts of [removed: $1.7] [added: $1.2] billion (denominated primarily in U.S. dollars, [removed: Pound sterling, Euro] [added: Pounds sterling] and [removed: Australian dollars),] [added: Euros),] with a net asset fair value of [removed: $24] [added: $3] million.

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

| December 31, [removed: 2022] [added: 2023] | | Contract amount | | | | Average contractual exchange rate | | Contract amount | | | | Average contractual exchange rate |

| U.S. dollars sold for Pounds sterling | | $ | [removed: 74] [added: 63] | | | [removed: $1.26] [added: $1.23] = £1 | | $ | [removed: 30] [added: 26] | | | [removed: $1.21] [added: $1.24] = £1 |

| Euros sold for U.S. dollars | | | [removed: 23] [added: 24] | | | €1 = [removed: $1.11] [added: $1.07] | | | [removed: 5] [added: 6] | | | €1 = [removed: $1.03] [added: $1.10] |

| Total | | $ | [removed: 99] [added: 87] | | | | | $ | [removed: 35] [added: 32] | | | |

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

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: 2022] [added: 2023] at the forward exchange rates prevailing at that date.

As of December 31, [removed: 2022,] [added: 2023,] no amount was drawn on this facility.

The Company had no outstanding floating rate-based debt at December 31, [removed: 2022.][added: 2023.]

| | | [removed: 2023 | | | |] 2024 | | | | 2025 | | | | 2026 | | | | 2027 | | | | [added: 2028 | | | |] Thereafter | | | | Total | | | | Fair Value (i) | | |

| Principal | | $ | [removed: 250] [added: 650] | | | $ | [removed: 650] [added: —] | | | $ | [removed: —] [added: 550] | | | $ | [removed: 550] [added: 750] | | | $ | [removed: 750] [added: 600] | | | $ | [removed: 2,550] [added: 2,700] | | | $ | [removed: 4,750] [added: 5,250] | | | $ | [removed: 4,317] [added: 5,004] | |

| Fixed rate payable | | | [removed: 4.625 | % | | |] 3.600 | % | | | — | | | | 4.400 | % | | | 4.650 | % | | | [removed: 4.186] [added: 4.500] | % | | | [removed: 4.227] [added: 4.440] | % | | | [added: 4.368] | [added: %] | [added: | | | |]

Specifically, as a result of our operating activities, we receive cash for premiums and claims which we deposit in high-quality bank term deposit and money market [removed: funds] [added: funds, on which we earn interest,] where permitted.

[removed: We earn] [added: This] interest [removed: on these funds, which] [added: earned] is included in our consolidated financial statements as interest income.

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

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 [removed: invest in these instruments.]

Interest income was [removed: $55] [added: $145] million, [removed: $12] [added: $55] million and [removed: $18] [added: $12] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

At December 31, [removed: 2022,] [added: 2023,] we held $2.2 billion of fiduciary funds invested in interest-bearing accounts.

If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately [removed: $5] [added: $6] million on an annualized basis.

Management does not believe that significant risk exists in connection with the Company’s concentrations of credit as of December 31, [removed: 2022.][added: 2023.]

| | | 2024 | | | | | | 2025 | | | | |

We also hold funds for clients of our benefits accounts businesses.

For the benefit funds not invested, cash and cash equivalents are held, on which we earn interest, until the funds are directed by plan participants to either be invested in mutual funds or paid out on their behalf.

This has resulted in the Company recognizing higher interest income over the same period in the prior year.

invest in these instruments.

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

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

| Japanese yen sold for U.S. dollars | | | 2 | | | ¥122.34= $1 | | | — | | | ¥127.18= $1 |

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

2022.

Utilizing the global view and local expertise of our [removed: more than 46,000] [added: 48,000] colleagues serving more than 140 countries and markets, we help organizations sharpen strategies, enhance resilience, motivate workforces and maximize performance.

Our clients include many of the world’s leading corporations, including approximately [removed: 93%] [added: 95%] of the FTSE 100, 89% of the Fortune 1000, and [removed: 90%] [added: 91%] of the Fortune Global 500 companies.

None of the Company’s customers individually represented more than 10% of its consolidated revenue for each of the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

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: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

Below are the percentages of revenue generated by each segment for each of the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

The following presents descriptions of our [removed: reorganized] segments:

Given the balance of revenue across consulting, broking and solutions, our revenue is somewhat weighted to the first [removed: quarter.][added: half of the year.]

[removed: The] [added: *Retirement* — Our] Retirement business provides actuarial support, plan design, and administrative services for all forms of pension and retirement savings plans.

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

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

[added: *Investments* —] 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.

Our career-related offerings include advice, data, software and products to address clients’ total rewards and talent issues across the globe delivered through our [removed: *Work] [added: Work] & [removed: Rewards*] [added: Rewards] and [removed: *Employee Experience*] [added: Employee Experience] businesses.

[added: *Work & Rewards* —] Within our Work & Rewards business, we help clients determine the best ways to get work done, the skills needed for jobs, and how to reward [removed: it.][added: employees.]

[added: *Employee Experience* —] Our Employee Experience business focuses on the provision of solutions including employee insight and listening tools, [removed: talent assessment tools and services,] [added: a technology platform that connects users across our HWC segment,] communication and change management services.

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

The businesses benefit from regulatory changes affecting our clients that require strategic advice, program changes and communication, [removed: as well as] the [removed: focus on ESG as a component of executive and board pay, the] redefinition of jobs, work location and career paths as technology disaggregates work, and the recalibration of pay and the employee experience amidst shifting labor markets.

Our Benefits Delivery & Outsourcing businesses include Benefits Delivery & Administration (‘BDA’) and [removed: Technology and Administration Solutions (‘TAS’).][added: Global Outsourcing.]

A significant portion of the revenue in [removed: this business] [added: Benefits Delivery & Outsourcing] is recurring in nature, driven by either the commissions from the policies we sell, or from long-term service contracts with our clients that typically range from three to five years.

*Individual Marketplace* [added: — Individual Marketplace] offers decision support processes and tools to connect consumers with insurance carriers in private individual and Medicare markets.

The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients [removed: worldwide] [added: globally,] ranging from small businesses to multinational corporations.

The segment comprises two primary businesses: [added: our Corporate Risk & Broking and our Insurance Consulting and Technology businesses.]

The [removed: *‘*CRB’] [added: CRB] business places more than [removed: $25] [added: $30] billion of premiums into the insurance markets on an annual [removed: basis,] [added: basis] and delivers integrated global solutions tailored to client [removed: needs, underpinned by data and analytics through a balanced matrix of global lines of business across all of the Company’s three geographical areas: North America, Europe (including Great Britain) and International.][added: needs.]

[removed: The] [added: Our specialty] global lines of business include:

*Property and Casualty* — Property and [removed: Casualty] [added: Casualty, in each of our geographical areas,] provides property and liability insurance brokerage services across a wide range of industries and segments including real estate, healthcare and retail.

[removed: We also] [added: *Affinity* — Through Affinity, we] arrange insurance products and services for our affinity client partners to offer to their customers, employees, or members alongside, or in addition to, their principal business offerings.

Our aerospace business provides insurance broking, risk management services, contractual and technical advisory expertise to aerospace clients [removed: worldwide,] [added: globally,] including the world’s leading airlines, aircraft manufacturers, air cargo handlers and other airport and general aviation companies.

*Global Markets Direct & Facultative* — Operating in the major wholesale reinsurance hubs across the [removed: world,] [added: globe,] including London, Bermuda, Singapore, Hong Kong and Shanghai, solutions are delivered both directly to clients for the most complex property and casualty risks and as facultative reinsurance placements where we serve as an intermediary for insurance companies.

Clients include international banks, leasing companies, commodity traders, export credit [removed: agencies, multinational corporations] [added: agencies] and [removed: sporting institutions.][added: multinational corporations.]

*Surety* — The Global Surety team provides expertise in placing bonds across all industries and around the [removed: world.][added: globe.]

We leverage our industry experience, strategic perspective and analytical skills to help clients measure and manage risk and capital, improve business performance and [added: create a sustainable competitive advantage.]

The Company makes available, free of charge through our website, www.wtwco.com, our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, our proxy statement, current reports on Form 8-K and Forms 3, 4, and 5 filed on behalf of directors and [removed: executive] [added: Section 16] officers, as well as any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 (the ‘Exchange Act’) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

We operate a private Medicare [removed: exchange] [added: marketplace] in the U.S. [removed: Through this exchange and those for] [added: through which, along with our] active [removed: employees,] [added: employee marketplace,] we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits.

We believe that a unified [added: and integrated] approach to [removed: these areas] [added: advisory, broking and solutions] can be a path to growth for organizations around the world.

We operate in attractive markets – both growing and mature – with a diversified platform across [removed: geographies,] industries, segments and [removed: lines of business.][added: businesses globally.]

Simplify the business to increase agility and effectiveness: Implement the Company’s streamlined structure of two business segments (Health, Wealth & Career and Risk & [removed: Broking; see ‘Segment Reorganization’ within this Item 1 for further information)] [added: Broking)] 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.

Colleague experience – Our colleague experience is an important differentiating factor for [removed: WTW.][added: WTW and a key enabler of our grow, simplify and transform strategy.]

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

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

[removed: Headcount] [added: Colleagues] – Our success depends on our ability to [removed: attract, retain, and motivate] [added: bring to our clients] the most accomplished and aspiring talent in the industry.

We also provide direct-to-consumer sales of Medicare coverage.

We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success.

Through these strategies we aim to grow revenue, improve margins and increase cash flow, EBITDA and earnings.

Our values of client focus, teamwork, integrity, respect and excellence underlie all that we do, and how we behave and interact with each other, our clients and our partners.

Principal Services

We manage our business across two integrated reportable operating segments: Health, Wealth & Career and Risk & Broking.

*Benefits Delivery & Administration* — The BDA business includes Individual Marketplace and Benefits Accounts.

*Benefits Accounts* — Benefits Accounts provides employees and retirees with tax-advantaged medical spending and savings accounts including health savings accounts (‘HSA’), health care flexible spending accounts (‘HCFSA’), dependent care flexible spending accounts (‘DCFSA’), limited purpose flexible spending accounts (‘LPFSA’) and health reimbursement arrangements (‘HRA’).

Benefits Accounts is an important component of our holistic solutions suite, allowing employers to choose among an array of funding accounts when offering employees and retirees account-based health plans.

*Global Outsourcing* — Global Outsourcing administers the health, welfare and retirement plans of clients using our proprietary technology, including tools to enable benefit modeling, decision support, enrollment and benefit choice, records management and self-service functions.

This is underpinned by data and analytics through a balanced matrix of global lines of business and local Property and Casualty businesses, across three geographical areas: North America, Europe and International.

Globally, and across the businesses, our specialized and data-driven approach is underpinned by our risk analytics and climate analytics propositions.

Across all businesses, our experts take an industry-focused approach to risk management and assessment, delivering broader perspectives and data-informed decision making to our clients.

Our lines of business include Property and Casualty, Affinity, Risk & Analytics and our specialty global lines of business.

*Risk & Analytics (‘R&A’)* — Our R&A offering includes deep expertise on specific client needs.

Through the use of holistic analysis, R&A brings value through risk quantification and development of a robust portfolio risk strategy, ultimately delivering a sound financial approach to all clients.

*Crisis Management* — Our global practice delivers crisis management and contingency risk management to multinational clients, providing comprehensive solutions around terrorism, political violence, accident and health, special crime and active assailant.

We continually build on our CVP through execution of a colleague experience roadmap and a robust portfolio of colleague listening activities to attract, engage and retain the most accomplished and aspiring talent.

We provide our colleagues with meaningful long-term careers across our base of full-time (the majority), part-time and seasonal/temporary colleagues to meet the specific needs of our various businesses.

| | | December 31, 2023 | | |

| | | December 31, 2023 | | |

| International | | | 17,500 | |

| Total Employees | | | 48,000 | |

This percentage excludes individuals who are hired, but do not commence employment with the Company.

Hiring – Hiring in 2023 stabilized with the favorable reduction in attrition, resulting in a decrease year over year.

We have seen a shift in hiring demand from our larger markets (North America, Great Britain and Europe) to our Global Service Delivery Centers (Latin America, Southern Europe and Asia) for Operations and Technology positions, as we continue to prioritize transformational hiring and the right shoring of roles.

Hiring into the Early Careers programs remained largely consistent with 2022, with an increased focus on building a diverse pipeline of talent through attraction and development programs that deliver inclusive and diverse undergraduate classes.

Hires exceeded 8,100, a decrease of 16% as compared to 2022, attributable to a favorable reduction in global attrition, and the higher-than-typical hiring volumes in 2022.

We continue to have a strong rate of alumni returning to WTW, with rehires representing 6% of total hires in 2023 compared to 5% in 2022.

We are taking action that we expect will have the effect of increasing representation and overall diversity throughout our talent pipeline, as reflected in the three focus areas of our ongoing multiyear I&D strategy:

| Female (global) | 55.0% | | 32.5% (iii) |

| Asian | 6.7% | | 5.6% |

| Black | 15.2% | | 1.6% |

| Hispanic | 9.1% | | 2.8% |

| Total | 34.2% | | 11.5% (iv) |

(iii)

This figure was 31.0% at December 31, 2022

(iv)

This figure was 8.7% at December 31, 2022

Our commitment to diversity is also demonstrated by the range of diversity represented on our board, which reflects diversity of gender, ethnicity and nationality, and varied backgrounds and skill sets.

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 and Risk & Broking.

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 Health, Wealth & Career 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 Risk & Broking 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.

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.

The BDA business provides primary medical and ancillary benefit exchange and outsourcing services to active employees and retirees across both the group and individual markets, primarily in the U.S.

BDA provides services via two related offerings:

*Benefits Outsourcing* is focused on serving active employee groups for clients across the U.S. Working closely with other HWC businesses, we use our proprietary technology to provide a suite of health and welfare and pension administration outsourcing services, including tools to enable benefit modeling, decision support, enrollment and benefit choice.

Our TAS business provides pension outsourcing services to hundreds of clients across multiple industries.

Our TAS team focuses on clients outside of the U.S. where our services are supported by high quality administration teams using robust technology platforms.

Given the nature of the work, our revenue is distributed generally evenly across the year.

For both our defined benefit and defined contribution administration services, we use highly-automated processes and technology to enable benefit plan members to access and manage their records, perform self-service functions and improve their understanding of their benefits.

create a sustainable competitive advantage.

Risks and Uncertainties of the Economic Environment

Beginning with the COVID-19 pandemic there have been adverse changes in global commercial activity, particularly in the global supply chain and workforce availability, and significant volatility in the global financial markets including, among other effects, occasional declines in the equity markets, changes in interest rates and reduced liquidity on a global basis.

Supply and labor market disruptions caused by COVID-19, accommodative monetary and fiscal policy and the Russian invasion of Ukraine 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 revenue, 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.

Although we believe we have adapted to the unique challenges posed by COVID-19 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.

Additional information about COVID-19 related risks is discussed in Part I, Item 1A Risk Factors – ‘We have been impacted by the COVID-19 pandemic and may be substantially and negatively impacted by COVID-19 or other pandemics in the future’.

As discussed under Item 1, ‘Business – The Company’, we seek to be an advisory, broking and solutions provider of choice through an integrated global platform.

WTW is in the business of people, risk and capital.

Through these strategies we aim to accelerate revenue, margin improvement, cash flow, EBITDA, and earnings growth, and to generate compelling returns for investors, by delivering tangible growth in revenue.

We evaluate rewards offerings, system upgrades and process efficiencies as well as the tradeoffs that may be required.

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

| | | | | |

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

| | | December 31, 2022 | | |

| International | | | 15,700 | |

Pre-Covid-19 attrition typically averaged around 12.0% and we have seen voluntary turnover begin to decline in the latter part of 2022.

Hiring – Hiring in 2022 increased significantly as the business stabilized, demand for our services increased and we returned to our historical experience as an employer of choice.

Hires increased 34% over 2021 to over 9,700.

Hiring growth was strong across all segments and geographies.

At year-end, there were approximately 2,400 open positions, which is higher than historic rates but reflective of the sharp increase in new positions opened in the second half of the year, partly attributable to transformation hiring.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[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: 2022] [added: 2023] (the last day of the Registrant’s most recently completed second quarter) was [removed: $21,628,207,514.][added: $24,662,440,773.]

As of February 16, [removed: 2023,] [added: 2024,] there were outstanding [removed: 106,577,635] [added: 102,481,452] ordinary shares, nominal value $0.000304635 per share, of the Registrant.

For the year ended December 31, [removed: 2022][added: 2023]

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 39] [added: 40] |

| Item 2 | | [Properties](#item_2_properties) | | [removed: 39] [added: 41] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 39] [added: 41] |

| Item 4 | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 39] [added: 41] |

| 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: 40] [added: 42] |

| Item 6 | | [\[RESERVED\]](#item_6_selected_consolidated_financial_d) | | [removed: 43] [added: 45] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 44] [added: 46] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 66] [added: 67] |

| Item 8 | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 69] [added: 70] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 124] [added: 123] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 124] [added: 123] |

| Item 9B | | [Other Information](#item_9b_or_information) | | [removed: 126] [added: 125] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_juris) | | [removed: 127] [added: 126] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 128] [added: 127] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 128] [added: 127] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 128] [added: 127] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 128] [added: 127] |

| Item 14 | | [Principal Accounting Fees and Services](#item_14_principal_accountant_fees_servic) | | [removed: 128] [added: 127] |

| Item 15 | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 129] [added: 128] |

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 as: our outlook; the [added: potential] impact of [removed: the COVID-19 pandemic on our business;] [added: natural or man-made disasters like health pandemics and other world health crises;] future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial [removed: results,] [added: results;] existing and evolving business [removed: strategies,] [added: strategies] and acquisitions and dispositions, including [removed: transitional arrangements in effect subsequent to the] [added: our] completed sale of Willis Re to Arthur J.

Gallagher & Co. [removed: (‘Gallagher’);] [added: (‘Gallagher’) and transitional arrangements related thereto;] demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; [added: the sustained health of] our [added: product, service, transaction, client, and talent assessment and management pipelines; our] ability to successfully manage ongoing leadership, [removed: organizational,] [added: organizational] and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives including the multi-year operational Transformation program; [added: our recognition of future impairment charges;] and plans and references to future successes, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and [removed: intentions] [added: intentions, including with respect to free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share,] are [removed: all] forward-looking statements.

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

| Item 1C | | [Cybersecurity](#item_1c_cybersecurity) | | 40 |

| | | | | |

WTW’s management is responsible for the day-to-day management of risks, and the board, including through its committees, is responsible for understanding and overseeing the various risks facing WTW.

*Cybersecurity Risk Management and Strategy*

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cyber-related attacks pose an ongoing risk to the security of our information systems and networks.

WTW seeks to manage cybersecurity risks consistent with its general approach to enterprise risk management (‘ERM’).

Technology and cyber risks that meet certain thresholds are escalated and tracked by the ERM team within the Risk function.

WTW engages third parties to conduct assessments to help it identify, categorize and manage cyber risks including SOC 2 - Type 2, ISO 27001 and a National Institute of Standards and Technology (‘NIST’) cybersecurity maturity assessment.

Additionally, management and third parties from time to time conduct penetration testing and vulnerability scanning to help WTW identify and reduce the threat of known and emerging cybersecurity risks.

*Board Oversight and Governance*

WTW’s board of directors has delegated the oversight of risks to the Audit and Risk Committee through its charter.

The Audit and Risk Committee assists the board of directors in its oversight of the ERM framework, policies and practices used by WTW to identify, assess and manage key risks facing WTW, including financial and strategic risks as well as risks relating to matters of compliance and internal control, tax and pension, among other matters.

The Operational Transformation Committee (the ‘OT Committee’) oversees risks arising out of WTW’s operations related to cybersecurity and other risks.

WTW’s Chief Information Security Officer (‘CISO’) and Chief Information Officer (‘CIO’) report to the OT Committee on cybersecurity matters, including key risks.

The OT Committee reports to the board of directors at each formal board meeting and the board of directors discusses those reports.

*Management Oversight and Governance*

Management plays an important role in assessing and managing WTW’s material risks from cybersecurity threats.

The CISO is responsible for designing and implementing a security program and strategy.

WTW's CISO has served in various roles in information technology and information security for over 32 years, including serving as CISO of several public companies.

The CISO holds undergraduate and graduate degrees in mathematics and strategic information systems and has attained the professional certification of

Certified Information Systems Security Professional.

The CISO reports to the CIO.

WTW's CIO has served in various roles in information technology for over 36 years.

As part of the WTW cybersecurity program, cross-functional teams throughout WTW address cybersecurity threats and respond to cybersecurity incidents.

Through ongoing communications with these teams, the CISO and senior management are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and escalate such threats and incidents as appropriate through the processes described in more detail below.

Management’s cybersecurity risk management strategy and processes focus on several key areas, including:

Incident Response Planning: WTW has a global Information and Cyber Security Incident Response Plan (‘ICSIRP’ or ‘Plan’) for identifying and managing cyber and data security threats.

The ICSIRP defines the roles and responsibilities of WTW stakeholders involved in responding to cyber and data security events, severity levels and incident categories, and it outlines a process for incident management, including escalation and communication procedures.

Technical Safeguards: WTW seeks to continuously improve implemented technical safeguards that are designed to protect WTW’s information systems.

Standards include controls for access management, cyber threat and incident management, data security, encryption, human resource security, network and device security, secure asset management, secure system development, security operations and third-party security.

While WTW seeks to maintain adequate controls, they may not always be effective.

See Part I, Item 1A Risk Factors under the heading ‘*Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm, and/or legal liability’* for more information about WTW’s technical controls, management, mitigation, and security practices as well as the risks related thereto.

Education and Awareness: WTW’s policy is that all WTW colleagues are required to receive annual, mandatory privacy and information security training.

Third-Party Risk Management: WTW’s risk management strategy includes a third-party risk management process that is intended to be aligned to the technology security key controls across the organization.

Threat Intelligence: WTW seeks to obtain threat intelligence on cyber threats to WTW at the strategic, operational and tactical levels.

*Material Effects of Cybersecurity Incidents*

We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected our business strategy, results of operations, or financial condition.

However, there is no guarantee that a future cyber incident would not materially affect our business strategy, results of operations or financial condition.

To learn more about risks from cybersecurity threats, review the risk factors included in Part I, Item 1A Risk Factors in this Annual Report on Form 10-K, as updated by WTW’s subsequent SEC filings.

The risks described in such filings are not the only risks facing WTW.

Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect WTW’s business, financial condition or results of operations.

The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022.][added: 2023.]

The graph charts the performance of $100 invested on the initial date indicated, December 31, [removed: 2017,] [added: 2018,] assuming full dividend reinvestment.

[removed: ][added: ]

During the year ended December 31, [removed: 2022,] [added: 2023,] no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

At December 31, [removed: 2022,] [added: 2023,] the maximum number of shares that may be purchased under the existing stock repurchase program is [removed: 5,489,619,] [added: 5,565,955,] with approximately $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: 2022] [added: 2023] of [removed: $244.58.][added: $241.20.]

The following table provides information, as of December 31, [removed: 2022,] [added: 2023,] 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 [removed: (i)] | | Number of Shares Remaining Available for Future Issuance [removed: (iii)] [added: (ii)] |

| Equity Compensation Plans [added: Not] Approved by Security Holders [removed: (ii)] | | [removed: 994,516] [added: —] | | [removed: $116.27] [added: —] | | [removed: 4,769,269] [added: —] |

| Equity Compensation Plans [removed: Not] Approved by Security Holders [removed: (iv)] [added: (i)] | | [removed: 207] [added: 1,563,028] | | — | | [removed: —] [added: 4,924,629] |

Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan [removed: (3,711,668] [added: (3,867,028] shares) and the [added: Willis Towers Watson Public Limited Company Amended and Restated] 2010 North American Employee Stock Purchase Plan (1,057,601 shares).

As of February 16, 2024, there were 1,020 shareholders of record of our ordinary shares, not including those ordinary shares held in street or nominee name.

In February 2024, the board of directors is expected to approve a quarterly cash dividend to shareholders of record as of March 31, 2024.

September 20, 2023 *—* the Company announced that the board of directors approved an additional authorization of $1.0 billion.

| October 1, 2023 through October 31, 2023 | | 119,221 | | | $ | 209.69 | | | | 119,221 | | | | 6,278,743 | |

| November 1, 2023 through November 30, 2023 | | 359,608 | | | $ | 239.52 | | | | 359,608 | | | | 5,919,135 | |

| December 1, 2023 through December 31, 2023 | | 353,180 | | | $ | 240.29 | | | | 353,180 | | | | 5,565,955 | |

| | | 832,009 | | | $ | 235.57 | | | | 832,009 | | | | | |

| Total | | 1,563,028 | | — | | 4,924,629 |

Our ordinary shares previously traded under the symbol ‘WLTW’ starting on January 5, 2016.

As of February 16, 2023, there were 1,079 shareholders of record of our shares.

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

| 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 | | | | | |

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

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.

(iii)

(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.

For the year ended December 31, [removed: 2022][added: 2023]

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)](#report_independent_registered_public_acc) | | [removed: 70] [added: 71] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | | [removed: 72] [added: 73] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#consolidated_balance_sheets)] [added: 2022](#consolidated_balance_sheets)] | | [removed: 73] [added: 74] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | | [removed: 74] [added: 75] |

| [Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2022](#consolidated_statements_changes_in_equit)] [added: 2023](#consolidated_statements_changes_in_equit)] | | [removed: 75] [added: 76] |

| [Notes to the Consolidated Financial Statements](#fis_notes_to_financial_statement) | | [removed: 76] [added: 77] |

We have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of comprehensive income, changes in equity and cash flows, for [added: each of] the three years [removed: then ended,] [added: in the period ended December 31, 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for [added: each of] the three years [removed: then ended,] in [added: the period ended December 31, 2023, 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: 2022,] [added: 2023,] 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 [removed: 24, 2023,] [added: 22, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: Errors and] [added: Provisions for Liabilities - Errors &] Omissions Reserve — Refer to Notes 2, 15 and 16 to the financial statements

We tested the effectiveness of controls over the Company’s estimation of the E&O provisions, including controls over the underlying historical claims data, the actuarial methodology used, the assumptions selected by management that are used to calculate the broking, [added: consulting and outsourcing business IBNR provisions, and the establishment and quarterly evaluation of provisions for reported claims, including significant claims.]

[removed: February 24,] [added: |] 2023 [added: | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |]

| | | [removed: Years ended] [added: Year Ended] December 31, | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | $ | [removed: 8,866] [added: 9,483] | | | $ | [removed: 8,998] [added: 8,866] | | | $ | [removed: 8,615] [added: 8,998] | |

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

| Salaries and benefits | | | [removed: 5,065] [added: 5,344] | | | | [removed: 5,253] [added: 5,065] | | | | [removed: 5,157] [added: 5,253] | |

| Other operating expenses | | | [removed: 1,776] [added: 1,815] | | | | [removed: 1,673] [added: 1,776] | | | | [removed: 1,697] [added: 1,673] | |

| Depreciation | | | [removed: 255] [added: 242] | | | | [removed: 281] [added: 255] | | | | [removed: 307] [added: 281] | |

| Amortization | | | [removed: 312] [added: 263] | | | | [removed: 369] [added: 312] | | | | [removed: 461] [added: 369] | |

| Restructuring costs | | | [removed: 99] [added: 68] | | | | [removed: 26] [added: 99] | | | | [removed: 24] [added: 26] | |

| Transaction and transformation, net | | | [removed: 181] [added: 386] | | | | [removed: (806] [added: 181] | [removed: )] | | | [removed: 110] [added: (806] | [added: )] |

| Total costs of providing services | | | [removed: 7,688] [added: 8,118] | | | | [removed: 6,796] [added: 7,688] | | | | [removed: 7,756] [added: 6,796] | |

| Income from operations | | | [removed: 1,178] [added: 1,365] | | | | [removed: 2,202] [added: 1,178] | | | | [removed: 859] [added: 2,202] | |

| Interest expense | | | [removed: (208] [added: (235] | ) | | | [removed: (211] [added: (208] | ) | | | [removed: (244] [added: (211] | ) |

| Other income, net | | | [removed: 288] [added: 149] | | | | [removed: 701] [added: 288] | | | | [removed: 396] [added: 701] | |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | [removed: 1,258] [added: 1,279] | | | | [removed: 2,692] [added: 1,258] | | | | [removed: 1,011] [added: 2,692] | |

| Provision for income taxes | | | [removed: (194] [added: (215] | ) | | | [removed: (536] [added: (194] | ) | | | [removed: (249] [added: (536] | ) |

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

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

| NET INCOME | | | [removed: 1,024] [added: 1,064] | | | | [removed: 4,236] [added: 1,024] | | | | [removed: 1,020] [added: 4,236] | |

| Income attributable to non-controlling interests | | | [removed: (15] [added: (9] | ) | | | [removed: (14] [added: (15] | ) | | | [removed: (24] [added: (14] | ) |

| NET INCOME ATTRIBUTABLE TO WTW | | $ | [removed: 1,009] [added: 1,055] | | | $ | [removed: 4,222] [added: 1,009] | | | $ | [removed: 996] [added: 4,222] | |

| Income from continuing operations per share | | $ | [removed: 9.36] [added: 10.01] | | | $ | [removed: 16.68] [added: 9.36] | | | $ | [removed: 5.69] [added: 16.68] | |

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

| Basic earnings per share | | $ | [removed: 9.00] [added: 10.01] | | | $ | [removed: 32.88] [added: 9.00] | | | $ | [removed: 7.68] [added: 32.88] | |

Critical Audit Matters

Our audit procedures related to the determination of E&O provisions included the following, among others:

Goodwill – Benefits Delivery & Administration Reporting Unit— Refer to Notes 2 and 9 to the financial statements

The Company's evaluation of goodwill for impairment is performed annually as of October 1, and whenever indicators of impairment exist.

Through this analysis, the Company determined that the reporting unit comprising its Benefits Delivery & Administration (‘BDA’) business had a narrowed margin of excess fair value in 2023.

The Company estimated the fair value of the reporting unit using the discounted cash flow method and guideline public company method.

Significant management judgement is required to make assumptions and estimates that are subject to risk and uncertainty related to discount rate, and forecasts of future revenue and operating margin.

Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

Auditing management’s judgments related to its goodwill impairment analysis on the BDA reporting unit, and in particular the discount rate, and forecasts of future revenue and operating margin, involved especially complex and subjective auditor judgment and an increased extent of effort.

This included the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate, specifically due to the sensitivity of the BDA reporting unit’s fair value to a change in the discount rate.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the discount rate and forecasts of future revenue and operating margin used by management to estimate the fair value of the BDA reporting unit included the following, among others:

We tested the effectiveness of controls over the Company’s goodwill impairment evaluation, including those over the determination of the fair value of the BDA reporting unit, including controls related to management’s assumptions of discount rates, and forecasts of future revenues and operating margins.

We evaluated management’s ability to accurately forecast BDA reporting unit revenues and operating margins, by comparing actual results to management’s historical forecasts.

We evaluated the reasonableness of management’s BDA reporting unit forecasted revenues and operating margins by comparing the forecasts to:

Historical revenues and operating margins;

Internal communications to management and the Board of Directors; and,

Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.

With the assistance of our fair value specialists, we evaluated (1) the valuation methodology and (2) the discount rate.

We developed a range of independent estimates and compared those to the discount rate selected by management.

February 22, 2024

| NET INCOME | | $ | 1,064 | | | $ | 1,024 | | | $ | 4,236 | |

| Shares repurchased | | | (4,483 | ) | | | (3 | ) | | | (1,000 | ) | | | 3 | | | | — | | | | (1,000 | ) | | | — | | | | (1,000 | ) |

| Net income | | | — | | | | — | | | | 1,055 | | | | — | | | | — | | | | 1,055 | | | | 9 | | | | 1,064 | |

| Balance as of December 31, 2023 | | | 102,538 | | | $ | 10,910 | | | $ | 1,466 | | | $ | — | | | $ | (2,856 | ) | | $ | 9,520 | | | $ | 73 | | | $ | 9,593 | |

In an acquisition, additional paid-in capital is adjusted as well to the extent that the consideration transferred differs from the carrying value of non-controlling interests prior to the acquisition.

We help our clients enhance their business performance by delivering consulting services, technology and solutions that help them anticipate, identify and capitalize on emerging opportunities in human capital management, as well as offer investment advice to help them develop disciplined and efficient strategies to meet their investment goals.

Our estimates,

Goodwill is tested at the reporting unit level, and the Company had seven reporting units as of October 1, 2023.

In the impairment test, the fair value of each reporting unit is compared with its carrying value, including goodwill.

If the carrying value of a reporting unit exceeds its fair value,

the difference is recognized as an impairment loss.

In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

Among other amendments, this ASU creates a ‘significant expense principle,’ and adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief

operating decision maker (‘CODM’) evaluates segment expenses and operating results.

In addition, this ASU requires for interim periods all disclosures about a reportable segment’s profit or loss and assets under ASC 280, *Segment Reporting*, that had previously only been provided annually (e.g., interest revenue and expense, depreciation and amortization expense).

The annual requirements of this ASU became effective for the Company on January 1, 2024, at which time we adopted it, and will include the new disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024.

New interim disclosures are required for fiscal years beginning January 1, 2025.

In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information within the income tax rate reconciliation and income taxes paid disclosures.

It also includes certain other amendments intended to improve the effectiveness of income tax disclosures.

consulting and outsourcing business IBNR provisions, and the establishment and quarterly evaluation of provisions for reported claims, including significant claims.

| Current liabilities held for sale | | | — | | | | 6 | |

(i)

| Balance as of January 1, 2020 | | | 128,690 | | | $ | 10,687 | | | $ | 1,792 | | | $ | (3 | ) | | $ | (2,227 | ) | | $ | 10,249 | | | $ | 120 | | | $ | 10,369 | |

| Net income | | | — | | | | — | | | | 996 | | | | — | | | | — | | | | 996 | | | | 24 | | | | 1,020 | |

(ii)

We help our clients enhance business performance by delivering consulting services, technology and solutions that optimize benefits and cultivate talent.

Our services and solutions encompass such areas as employee benefits, total rewards, talent and benefits outsourcing.

In addition, we provide investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals and expand the power of capital.

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.

Risks and Uncertainties of the Economic Environment

Beginning with the COVID-19 pandemic, there have been adverse changes in global commercial activity, particularly in the global supply chain and workforce availability, and significant volatility in the global financial markets including, among other effects, occasional declines in the equity markets, changes in interest rates and reduced liquidity on a global basis.

Supply and labor market disruptions caused by COVID-19, accommodative monetary and fiscal policy and the Russian invasion of Ukraine 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 revenue, 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.

Although we believe we have adapted to the unique challenges posed by COVID-19 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.

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.

The Company has applied an actuarial model to

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

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

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.

The Company does not expect the CAMT or excise tax to have a significant impact on its consolidated financial statements.

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

These services are expected to be provided for a period not to exceed two years from the Principal Closing.

An evaluation was performed under the supervision and with the participation of our chief executive officer (‘CEO’) and chief financial officer (‘CFO’), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), as of the end of the period covered by this [removed: annual report.][added: Annual Report on Form 10-K.]

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: 2022] [added: 2023] in providing reasonable assurance that the information required to be disclosed in 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 reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the 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 and year ended December 31, [removed: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, [removed: 2022.][added: 2023.]

Based on this evaluation, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 24, 2023,] [added: 22, 2024,] expressed an unqualified opinion on those financial statements.

February 22, 2024

February 24, 2023

(a) None.

(b) None.

(c) Insider Trading Arrangements

For the quarter ended December 31, 2023, none of the Company’s directors or officers (as defined under SEC Rule 16a-1(f)) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any ‘non-Rule 10b5-1 trading arrangement’ as defined under Item 408(c) of Regulation S-K.

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.

Information with respect to the executive officers of the Company is provided in Part I, Item 1 Business above under the heading ‘Information about Executive Officers of the [removed: Registrant’.][added: Registrant’ and information required by Item 406 of Regulation S-K is below.]

The Company has adopted a Code of Conduct applicable to all our directors, officers and employees, including our CEO, the CFO, the Principal Accounting Officer and all those involved in the Company’s accounting functions.

The Code of Conduct can be found in the ‘Investor Relations — Corporate Governance’ section of the Company’s website at www.wtwco.com.

It is also available free of charge on request from the Company Secretary at corporatesecretary@wtwco.com.

The Company intends to post on its website any amendments to, or waivers of, a provision of the Code of Conduct in accordance with Item 406 of Regulation S-K.

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2022][added: 2023]

| 10.1^ | | [Second Amended and Restated Credit Agreement, dated as of October 6, 2021, [removed: among,] [added: 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 Agent](https://www.sec.gov/Archives/edgar/data/1140536/000119312521294224/d214769dex101.htm) | | 8-K | | 10.1 | | October 7, 2021 | | |

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

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

| [removed: 10.4] [added: 10.5] | | [Security and Asset Purchase Agreement, dated as of August 12, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co.](https://www.sec.gov/Archives/edgar/data/1140536/000119312521246964/d218523dex101.htm) | | 8-K | | 10.1 | | August 16, 2021 | | |

| [removed: 10.5] [added: 10.6] | | [Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co.](https://www.sec.gov/Archives/edgar/data/1140536/000119312521349136/d414791dex101.htm) | | 8-K | | 10.1 | | December 6, 2021 | | |

| [removed: 10.6†] [added: 10.7†] | | [Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312522127378/d248213ddef14a.htm) | | DEF14A | | A | | April 28, 2022 | | |

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

| [removed: 10.8†] [added: 10.9†] | | [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 Plan](https://www.sec.gov/Archives/edgar/data/1140536/000095017022001932/wtw-ex10_9.htm) | | 10-K | | 10.9 | | February 24, 2022 | | |

| [removed: 10.9†] [added: 10.10†] | | [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 Plan](https://www.sec.gov/Archives/edgar/data/1140536/000144530513000389/exhibit1032.htm) | | 10-K | | 10.32 | | February 28, 2013 | | |

| [removed: 10.10†] [added: 10.11†] | | [Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000129993309004633/exhibit1.htm) | | 8-K | | 10.1 | | November 20, 2009 | | |

| [removed: 10.11†] [added: 10.12†] | | [First Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan, effective June 1, 2011](https://www.sec.gov/Archives/edgar/data/1140536/000095012311074829/u10790exv10w1.htm) | | 10-Q | | 10.1 | | August 9, 2011 | | |

| [removed: 10.12†] [added: 10.13†] | | [Second Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000114053613000015/exhibit106.htm) | | 10-Q | | 10.6 | | November 5, 2013 | | |

| [removed: 10.13†] [added: 10.14†] | | [Amendment 2017-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000114053618000008/wltw-ex1034_20171231.htm) | | 10-K | | 10.34 | | February 28, 2018 | | |

| [removed: 10.14†] [added: 10.15†] | | [Amendment 2019-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000156459019039341/wltw-ex102_76.htm) | | 10-Q | | 10.2 | | November 1, 2019 | | |

| [removed: 10.15†] [added: 10.16†] | | [Form of Deed of Indemnity of Willis Towers Watson Public Limited Company](https://www.sec.gov/Archives/edgar/data/1140536/000119312516420642/d113564dex101.htm) | | 8-K | | 10.1 | | January 5, 2016 | | |

| [removed: 10.16†] [added: 10.17†] | | [Form of Indemnification Agreement of Willis North America Inc.](https://www.sec.gov/Archives/edgar/data/1140536/000119312516420642/d113564dex102.htm) | | 8-K | | 10.2 | | January 5, 2016 | | |

| [removed: 10.17†] [added: 10.18†] | | [Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (as amended May 2022)](https://www.sec.gov/Archives/edgar/data/1140536/000095017022013342/wtw-ex10_1.htm) | | 10-Q | | 10.1 | | July 28, 2022 | | |

| [removed: 10.18†] [added: 10.19†] | | [Offer Letter, dated as of August 26, 2021, by and between Willis Towers Watson US LLC and Andrew Krasner](https://www.sec.gov/Archives/edgar/data/1140536/000156459021052630/wltw-ex104_93.htm) | | 10-Q | | 10.4 | | October 28, 2021 | | |

| [removed: 10.19†] [added: 10.20†] | | [Time-Based Restricted Share Unit Award Agreement, dated as of September 7, 2021, by and between Willis Towers Watson Public Limited Company and Andrew Krasner](https://www.sec.gov/Archives/edgar/data/1140536/000156459021052630/wltw-ex105_94.htm) | | 10-Q | | 10.5 | | October 28, 2021 | | |

| [removed: 10.20†] [added: 10.21†] | | [Employment Agreement, dated as of February 25, 2015, by and between Willis Group Holdings Public Limited Company and Matthew Furman](https://www.sec.gov/Archives/edgar/data/1140536/000095017022001932/wtw-ex10_45.htm) | | 10-K | | 10.45 | | February 24, 2022 | | |

| [removed: 10.21†] [added: 10.22†] | | [Contract of Employment, dated May 11, 2009, by and between Willis Limited and Adam Garrard](https://www.sec.gov/Archives/edgar/data/1140536/000095017023004303/wtw-ex10_21.htm) | | [added: 10-K] | | [added: 10.21] | | [added: February 24, 2023] | | [removed: X] |

| [removed: 10.22†] [added: 10.23†] | | [Form of Retention Agreement](https://www.sec.gov/Archives/edgar/data/1140536/000119312521030287/d109756dex101.htm) | | 8-K | | 10.1 | | February 5, 2021 | | |

| [removed: 10.23†] [added: 10.24†] | | [Towers Watson Amended and Restated 2009 Long Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312516421492/d113853dex991.htm) | | S-8 | | 99.1 | | January 5, 2016 | | |

| [removed: 10.24†] [added: 10.25†] | | [Trust Deed and Rules of the Towers Watson Limited Share Incentive Plan 2005 (U.K.)](https://www.sec.gov/Archives/edgar/data/1103126/000110465906058914/a06-18179_1ex10d21.htm) | | 10-K | | 10.21 | | September 1, 2006 | | |

| [removed: 10.25†] [added: 10.26†] | | [Towers Watson Limited Share Incentive Plan 2005 Deed of Amendment (U.K.)](https://www.sec.gov/Archives/edgar/data/1103126/000110465906058914/a06-18179_1ex10d22.htm) | | 10-K | | 10.22 | | September 1, 2006 | | |

| [removed: 10.26†] [added: 10.27†] | | [Towers Watson Limited Share Incentive Plan 2005 Deed to Change the Trust Deed and Rules (U.K.)](https://www.sec.gov/Archives/edgar/data/1470215/000119312512374298/d403185dex1010.htm) | | 10-K | | 10.10 | | August 29, 2012 | | |

| [removed: 10.27†] [added: 10.28†] | | [Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (as amended and restated effective January 1, 2017)](https://www.sec.gov/Archives/edgar/data/1140536/000114053616000074/wtw-ex101_20160930.htm) | | 10-Q | | 10.1 | | November 7, 2016 | | |

| [removed: 10.28†] [added: 10.29†] | | [Amendment 2018-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees](https://www.sec.gov/Archives/edgar/data/1140536/000119312518220684/d542210dex993.htm) | | 8-K | | 99.3 | | July 18, 2018 | | |

| [removed: 10.29†] [added: 10.30†] | | [Amendment 2020-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees](https://www.sec.gov/Archives/edgar/data/1140536/000156459021007578/wltw-ex1062_44.htm) | | 10-K | | 10.62 | | February 23, 2021 | | |

| [removed: 10.30†] [added: 10.31†] | | [Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. [removed: Employees](https://www.sec.gov/Archives/edgar/data/1140536/000114053617000028/wltw-ex103_20170630.htm)] [added: Employees, as amended and restated, effective January 1, 2024](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex10_31.htm)] | | [removed: 10-Q] | | [removed: 10.3] | | [removed: August 7, 2017] | | [added: X] |

| [removed: 10.33†] [added: 97.1†] | | [Willis Towers Watson Public Limited Company Compensation Recoupment [removed: Policy](https://www.sec.gov/Archives/edgar/data/1140536/000114053618000008/wltw-ex1068_20171231.htm)] [added: Policy, as amended and restated, adopted and effective as of November 28, 2023](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex97_1.htm)] | | [removed: 10-K] | | [removed: 10.68] | | [removed: February 28, 2018] | | [added: X] |

| [removed: 10.34†] [added: 10.32†] | | [Form of 2021 Performance-Based Restricted Share Unit Award Agreement, including the Agreement of Restrictive Covenants and Other Obligations, for Operating Committee Members in the United States, under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000156459021040668/wltw-ex102_100.htm) | | 10-Q | | 10.2 | | August 4, 2021 | | |

| [removed: 10.35†] [added: 10.33†] | | [Form of 2021 Performance-Based Restricted Share Unit Award Agreement, including the Agreement of Restrictive Covenants and Other Obligations, for Operating Committee Members outside the United States, under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000156459021040668/wltw-ex103_101.htm) | | 10-Q | | 10.3 | | August 4, 2021 | | |

| [removed: 10.36†] [added: 10.34†] | | [Form of 2022 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312522058337/d452103dex101.htm) | | 8-K | | 10.1 | | February 28, 2022 | | |

| [removed: 10.37†] [added: 10.35†] | | [Form of 2022 Performance-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312522058337/d452103dex102.htm) | | 8-K | | 10.2 | | February 28, 2022 | | |

| 21.1 | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1140536/000095017023004303/wtw-ex21_1.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex21_1.htm)] | | | | | | | | X |

| 4.15 | | [Sixth Supplemental Indenture, dated as of May 17, 2023, 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, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited, as guarantors, and Computershare Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1140536/000119312523147140/d240713dex41.htm) | | 8-K | | 4.1 | | May 17, 2023 | | |

| 10.3^ | | [First Amendment dated as of June 29, 2023 to the Second Amended and Restated Credit Agreement dated as of October 6, 2021 by and among, inter alia, Trinity Acquisition PLC, as the Company, Willis Towers Watson Public Limited Company, as the Parent, the Guarantors party thereto, the Lenders party thereto, and Barclays Bank PLC, party thereto as administrative agent](https://www.sec.gov/Archives/edgar/data/1140536/000095017023035063/wtw-ex10_1.htm) | | 10-Q | | 10.1 | | July 27, 2023 | | |

| 10.36† | | [Form of 2023 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000095017023015309/wtw-ex10_1.htm) | | 10-Q | | 10.1 | | April 27, 2023 | | |

| 10.37† | | [Form of 2023 Performance-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000095017023015309/wtw-ex10_2.htm) | | 10-Q | | 10.2 | | April 27, 2023 | | |

| 10.31† | | [Amendment 2017-1 to the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees](https://www.sec.gov/Archives/edgar/data/1140536/000114053618000019/wltw-ex102_20180630.htm) | | 10-Q | | 10.2 | | August 6, 2018 | | |

| 10.32† | | [Amendment 2020-1 to the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees](https://www.sec.gov/Archives/edgar/data/1140536/000156459021007578/wltw-ex1063_45.htm) | | 10-K | | 10.63 | | February 23, 2021 | | |

| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | X |

| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | X |

| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | X |

| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | X |

Date: February [removed: 24, 2023][added: 22, 2024]

| [removed: Michael Hammond] [added: Stephen Chipman] *Director* | | [removed: Brendan O’Neill] [added: Michael Hammond] *Director* |

| [removed: Linda Rabbitt] [added: Jacqueline Hunt] *Director* | | Paul Reilly *Director* |

| /s/ Stephen Chipman | | /s/ Michael Hammond |

| /s/ Jacqueline Hunt | | /s/ Paul Reilly |

| /s/ Fredric Tomczyk | | |

| Fredric Tomczyk *Director* | | |

| /s/ Michael Hammond | | /s/ Brendan O’Neill |

| /s/ Linda Rabbitt | | /s/ Paul Reilly |