a)
The following documents have been included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements of Willis Towers Watson Public Limited Company
Financial Statements:
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2023
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023
Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2023
Notes to the Consolidated Financial Statements
b)
Exhibits:
In reviewing the agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K, it is important to note that they are included to provide investors with information regarding their terms, and are not intended to provide any other factual or disclosure information about WTW or the other parties to the agreements. The agreements contain representations and warranties made by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement, and: should not be treated as categorical statements of fact, but rather as a way of allocating risk between the parties; have in some cases been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; may apply standards of materiality in a way that is different from what may be material to investors; and were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about WTW may be found elsewhere in this Annual Report on Form 10-K and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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| | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Description of Exhibit | | Schedule/ Form | | Exhibit | | Filing Date | | Filed Herewith |
| 2.1 | | Agreement and Plan of Merger, dated as of June 29, 2015, by and among Willis Group Holdings plc, Citadel Merger Sub, Inc. and Towers Watson & Co | | 8-K | | 2.1 | | June 30, 2015 | | |
| 2.2 | | Amendment No. 1 to Agreement and Plan of Merger, dated November 19, 2015, by and among Willis, Merger Sub and Towers Watson | | 8-K | | 2.1 | | November 20, 2015 | | |
| 3.1 | | Amended and Restated Memorandum and Articles of Association of Willis Towers Watson Public Limited Company | | 8-K | | 3.1 | | June 15, 2017 | | |
| 4.1 | | Description of Willis Towers Watson Public Limited Company’s ordinary shares | | 10-K | | 4.1 | | February 26, 2020 | | |
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| | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Description of Exhibit | | Schedule/ Form | | Exhibit | | Filing Date | | Filed Herewith |
| 4.2 | | Indenture, dated as of August 15, 2013, by and among Trinity Acquisition Limited, as issuer, Willis Group Holdings Public Limited Company, Willis Netherlands Holdings B.V., Willis North America Inc., Willis Investment UK Holdings Limited, TA I Limited and Willis Group Limited, as guarantors, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee | | 8-K | | 4.1 | | August 15, 2013 | | |
| 4.3 | | First Supplemental Indenture, dated as of August 15, 2013, supplemental to the Indenture dated as of August 15, 2013 | | 8-K | | 4.2 | | August 15, 2013 | | |
| 4.4 | | Second Supplemental Indenture, dated as of March 9, 2016, supplemental to the Indenture, dated as of August 15, 2013 | | 8-K | | 4.3 | | March 10, 2016 | | |
| 4.5 | | Third Supplemental Indenture, dated as of March 22, 2016, supplemental to the Indenture, dated as of August 15, 2013 | | 8-K | | 4.1 | | March 22, 2016 | | |
| 4.6 | | Fifth Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of August 15, 2013 | | 8-K | | 4.3 | | August 16, 2017 | | |
| 4.7 | | Indenture, dated as of May 16, 2017, among Willis North America Inc., as issuer, Willis Towers Watson Public Limited Company, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc and Willis Group Limited, as guarantors, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee | | 8-K | | 4.1 | | May 16, 2017 | | |
| 4.8 | | First Supplemental Indenture, dated as of May 16, 2017, supplemental to the Indenture dated as of May 16, 2017 | | 8-K | | 4.2 | | May 16, 2017 | | |
| 4.9 | | Second Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of May 16, 2017 | | 8-K | | 4.4 | | August 16, 2017 | | |
| 4.10 | | Third Supplemental Indenture, dated as of September 10, 2018, supplemental to the Indenture dated as of May 16, 2017 | | 8-K | | 4.1 | | September 10, 2018 | | |
| 4.11 | | Fourth Supplemental Indenture, dated as of September 10, 2019, supplemental to the Indenture dated as of May 16, 2017 | | 8-K | | 4.1 | | September 10, 2019 | | |
| 4.12 | | Fifth Supplemental Indenture, dated as of May 19, 2022, supplemental to the Indenture dated as of May 16, 2017 | | 8-K | | 4.1 | | May 19, 2022 | | |
| 4.13 | | Officers’ Certificate of the Issuer and the Guarantors (including Form of Willis North America Inc.'s 2.95% Senior Note due 2029 and 3.875% Senior Note due 2049), dated as of May 29, 2020 | | 8-K | | 4.1 | | May 29, 2020 | | |
| 4.14 | | Form of Indenture among Willis Towers Watson Public Limited Company, as issuer, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America Inc., as guarantors, and Computershare Trust Company, N.A., as Trustee | | S-3 | | 4.6 | | February 28, 2022 | | |
| 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 | | 8-K | | 4.1 | | May 17, 2023 | | |
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| | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Description of Exhibit | | Schedule/ Form | | Exhibit | | Filing Date | | Filed Herewith |
| 10.1^ | | Second Amended and Restated Credit Agreement, dated as of October 6, 2021, among Trinity Acquisition plc and its indirect subsidiaries, Willis North America Inc. and Willis Netherlands Holdings B.V., Willis Towers Watson Public Limited Company, the lenders party thereto and Barclays Bank PLC, as Administrative Agent | | 8-K | | 10.1 | | October 7, 2021 | | |
| 10.2 | | Second Amended and Restated Guaranty Agreement, dated as of October 6, 2021, among Trinity Acquisition plc, Willis Towers Watson Public Limited Company, the other guarantors party thereto and Barclays Bank PLC, as Administrative Agent | | 8-K | | 10.2 | | October 7, 2021 | | |
| 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 | | 10-Q | | 10.1 | | July 27, 2023 | | |
| 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 | | 8-K | | 10.4 | | January 4, 2010 | | |
| 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. | | 8-K | | 10.1 | | August 16, 2021 | | |
| 10.6 | | Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co. | | 8-K | | 10.1 | | December 6, 2021 | | |
| 10.7† | | Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan | | DEF14A | | A | | April 28, 2022 | | |
| 10.8† | | Form of Time-Based Share Option Award Agreement under the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan | | 10-Q | | 10.1 | | August 9, 2012 | | |
| 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 | | 10-K | | 10.9 | | February 24, 2022 | | |
| 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 | | 10-K | | 10.32 | | February 28, 2013 | | |
| 10.11† | | Amended and Restated Willis U.S. 2005 Deferred Compensation Plan | | 8-K | | 10.1 | | November 20, 2009 | | |
| 10.12† | | First Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan, effective June 1, 2011 | | 10-Q | | 10.1 | | August 9, 2011 | | |
| 10.13† | | Second Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan | | 10-Q | | 10.6 | | November 5, 2013 | | |
| 10.14† | | Amendment 2017-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan | | 10-K | | 10.34 | | February 28, 2018 | | |
| 10.15† | | Amendment 2019-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan | | 10-Q | | 10.2 | | November 1, 2019 | | |
| 10.16† | | Form of Deed of Indemnity of Willis Towers Watson Public Limited Company | | 8-K | | 10.1 | | January 5, 2016 | | |
| 10.17† | | Form of Indemnification Agreement of Willis North America Inc. | | 8-K | | 10.2 | | January 5, 2016 | | |
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| | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Description of Exhibit | | Schedule/ Form | | Exhibit | | Filing Date | | Filed Herewith |
| 10.18† | | Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (as amended May 2022) | | 10-Q | | 10.1 | | July 28, 2022 | | |
| 10.19† | | Offer Letter, dated as of August 26, 2021, by and between Willis Towers Watson US LLC and Andrew Krasner | | 10-Q | | 10.4 | | October 28, 2021 | | |
| 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 | | 10-Q | | 10.5 | | October 28, 2021 | | |
| 10.21† | | Employment Agreement, dated as of February 25, 2015, by and between Willis Group Holdings Public Limited Company and Matthew Furman | | 10-K | | 10.45 | | February 24, 2022 | | |
| 10.22† | | Contract of Employment, dated May 11, 2009, by and between Willis Limited and Adam Garrard | | 10-K | | 10.21 | | February 24, 2023 | | |
| 10.23† | | Form of Retention Agreement | | 8-K | | 10.1 | | February 5, 2021 | | |
| 10.24† | | Towers Watson Amended and Restated 2009 Long Term Incentive Plan | | S-8 | | 99.1 | | January 5, 2016 | | |
| 10.25† | | Trust Deed and Rules of the Towers Watson Limited Share Incentive Plan 2005 (U.K.) | | 10-K | | 10.21 | | September 1, 2006 | | |
| 10.26† | | Towers Watson Limited Share Incentive Plan 2005 Deed of Amendment (U.K.) | | 10-K | | 10.22 | | September 1, 2006 | | |
| 10.27† | | Towers Watson Limited Share Incentive Plan 2005 Deed to Change the Trust Deed and Rules (U.K.) | | 10-K | | 10.10 | | August 29, 2012 | | |
| 10.28† | | Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (as amended and restated effective January 1, 2017) | | 10-Q | | 10.1 | | November 7, 2016 | | |
| 10.29† | | Amendment 2018-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees | | 8-K | | 99.3 | | July 18, 2018 | | |
| 10.30† | | Amendment 2020-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees | | 10-K | | 10.62 | | February 23, 2021 | | |
| 10.31† | | Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees, as amended and restated, effective January 1, 2024 | | | | | | | | X |
| 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 | | 10-Q | | 10.2 | | August 4, 2021 | | |
| 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 | | 10-Q | | 10.3 | | August 4, 2021 | | |
| 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 | | 8-K | | 10.1 | | February 28, 2022 | | |
| 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 | | 8-K | | 10.2 | | February 28, 2022 | | |
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| | | | Incorporated by Reference | | | | | | |
| Exhibit Number | | Description of Exhibit | | Schedule/ Form | | Exhibit | | Filing Date | | Filed Herewith |
| 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 | | 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 | | 10-Q | | 10.2 | | April 27, 2023 | | |
| 10.38† | | Willis Towers Watson Public Limited Company Severance and Change in Control Pay Plan for US Executives, adopted March 8, 2020 and as amended June 5, 2020 and February 22, 2022 | | 8-K | | 10.3 | | February 28, 2022 | | |
| 10.39† | | Willis Towers Watson Public Limited Company Severance and Change in Control Pay Plan for Non-US Executives, adopted March 8, 2020 and as amended June 5, 2020 and February 22, 2022 | | 8-K | | 10.4 | | February 28, 2022 | | |
| 10.40† | | Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (as amended May 2022) | | 10-Q | | 10.1 | | July 28, 2022 | | |
| 21.1 | | List of Subsidiaries | | | | | | | | X |
| 22.1 | | List of Issuers and Guarantor Subsidiaries | | 10-Q | | 22.1 | | October 26, 2023 | | |
| 23.1 | | Consent of Deloitte & Touche LLP | | | | | | | | X |
| 31.1 | | Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, pursuant to Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | X |
| 31.2 | | Certification of the Registrant’s Chief Financial Officer, Andrew J. Krasner, pursuant to Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | X |
| 32.1** | | Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | |
| 32.2** | | Certification of the Registrant’s Chief Financial Officer, Andrew J. Krasner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | |
| 97.1† | | Willis Towers Watson Public Limited Company Compensation Recoupment Policy, as amended and restated, adopted and effective as of November 28, 2023 | | | | | | | | X |
| 101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | | | | | | | | X |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | | | | | | | | X |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | X |
** Furnished herewith. Any exhibits furnished herewith (including the certifications furnished in Exhibits 32.1 and 32.2) are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, except to the extent that the registrant specifically incorporates it by reference.
† Management contract or compensatory plan or arrangement.
^ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
All exhibits that are incorporated by reference herein to a filing with the SEC are filed under SEC File No. 001-16503, except for filings made more than seven years ago which are filed under: SEC File No. 001-16503, for any filings that were made by Willis Group Holdings or the Company; SEC File No. 001-34594, for any filings that were made by Towers Watson; and SEC File No. 001-16159, for any filings that were made by Watson Wyatt Worldwide.
filings.tools