Willis Towers Watson (WTW) 10-K risk factor changes: FY2024 vs FY2021

Strategic and Operational [removed: Transformation] Risks

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

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

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

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 [removed: or reputation.](#rf_60)][added: and/or reputation.](#rf_4)]

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

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

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

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

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

[removed: [As a highly regulated company, we] [added: [We] are subject from time to time to inquiries or investigations by governmental agencies or regulators that could have a material adverse effect on our [removed: business] [added: business, financial condition] or results of [removed: operations.](#rf_51)][added: operations.](#rf_8)]

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

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

[Our compliance systems and controls cannot guarantee that we comply [added: fully] 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 impact our operations [removed: or] [added: and/or] have an adverse effect on our business.](#rf_25)

[Increasing scrutiny and changing [added: or competing] expectations from [added: government authorities,] investors, clients and our colleagues with respect to our [removed: ESG] [added: sustainability] practices can impose additional costs on us or expose us to [removed: reputational] [added: reputational, litigation] or other risks.](#rf_53)

[removed: Our financial performance, including our business results, financial condition, result of operations, cash flows and price of] [added: Investments in] our ordinary [removed: shares, is] [added: shares are] subject to various risks and uncertainties, including as described in this Item 1A of Part I of our Annual Report on Form 10-K.

These risk factors should be carefully considered in evaluating our [removed: business.][added: business and investing in us.]

Additional risks and uncertainties that are presently unknown to us could also [removed: impair] [added: affect] our [added: financial results, including by impairing our] business operations, financial [removed: condition] [added: condition, results of operations] or [removed: results.][added: the price of our ordinary shares.]

If any of the risks and uncertainties [added: described] below or other risks were to occur, our business operations, financial [removed: condition or] [added: condition,] results of operations [added: or the price of our ordinary shares] could be materially and adversely impacted.

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

While we have confidence that our strategic plan reflects opportunities that [removed: are] [added: we believe to be] appropriate and achievable, [removed: there is a possibility that] our strategy may not deliver projected [removed: long-term] growth in revenue and profitability due to inadequate execution, incorrect assumptions, global or local economic conditions, competition, changes in the industries in which we operate, sub-optimal resource allocation or [removed: any of] [added: other reasons, including] the other risks described in this ‘Risk Factors’ section.

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

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

We have stated certain financial [removed: goals through the end of fiscal 2024,] [added: goals,] 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 [removed: 2024 or] future periods.

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

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

Should we be unable to succeed in our initiatives to drive growth and achieve our [removed: stated] financial [removed: targets,] [added: goals,] 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.

Our ability to successfully manage ongoing organizational changes could impact our business [removed: results, where the level of] [added: results and may involve significant or evolving] costs and/or disruption [removed: may be significant and change over time, and] [added: to] the [added: management and/or operations of our business and generate fewer] benefits [removed: may be less] than [removed: we] originally [removed: expect.][added: expected.]

We have in the past few years undergone several significant business and organizational changes, including [added: the conclusion of our] multi-year operational [removed: transformation programs] [added: Transformation program at the end of fiscal year 2024] and [added: the implementation of] a new management and organizational structure, [removed: among others.][added: and have other planned or future initiatives aimed at transforming and updating our systems and processes]

[removed: Such] [added: In connection with these future changes, we will manage a number of large-scale and complex] projects [added: in furtherance of our strategic objectives, which] may include multiple and connected [removed: phases, many of which may be] [added: phases] dependent on factors that are outside of our control.

Effectively managing these organizational changes (including ensuring that they are implemented on schedule, within budget and without interruption to the existing business, or that transitions to new systems do not create significant control vulnerabilities during the period of transition) is critical to retaining talent, servicing clients and [added: enhancing] our business success overall.

We may have difficulty attracting, [removed: training,] [added: training] and retaining the talent that we need to successfully manage [removed: this change.][added: these changes.]

The failure to effectively manage such risks could adversely impact our resources or [added: our] business or financial results.

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 [removed: or] [added: and/or] reputation.

We may not be successful in identifying appropriate [removed: acquisition and disposition] candidates [added: for acquisitions, dispositions, joint ventures] or [added: strategic investments, or] consummating [removed: acquisitions] [added: such transactions] on terms acceptable or favorable to us.

[removed: In addition,] [added: Furthermore,] we may not repurchase as many of our outstanding shares as anticipated due to [removed: our acquisition activity or investment opportunities, as well as other] market or business [removed: conditions.][added: conditions or due to other factors, including decisions to prioritize acquisitions, investments or other uses of capital.]

In addition, we face risks related to divesting businesses, including that we may not receive adequate consideration [added: or any earnout proceeds] in return for the divested business, we may continue to be subject to the liabilities of the divested business after its divestiture (including with respect to work we might have performed on behalf of the divested business), and we may not be able to reduce overhead or redeploy assets or retain colleagues after the divestiture closes.

[removed: In addition,] [added: Further,] we cannot be certain that our acquisitions will be accretive to earnings or that our acquisitions or [removed: divestitures] [added: joint ventures] will otherwise meet our operational or strategic expectations.

[removed: Acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses, and acquired] [added: Acquired] businesses [added: or joint ventures] may not achieve the levels of revenue, profit, or productivity we anticipate or otherwise perform as we expect.

[The growth and portfolio optimization elements of our strategy depend, in part, on our ability to execute strategic transactions, including both acquisitions and dispositions.

[The growth element of our strategy also depends, in part, on organic growth and our ability to develop and grow new and existing areas of our business.

We face risks when we invest in new lines of business, products, services and platforms or other areas, which could harm our business, financial condition, results of operations and/or reputation.](#rf_6)

Strategic and Operational Risks

At the end of 2024, we updated our strategy, as described in this Annual Report on Form 10-K under Item 1.

and gaining efficiencies.

These initiatives may have adverse impacts on the business or different results than intended.

As a result, we cannot guarantee the success of these projects or initiatives, individually or collectively.

The growth and portfolio optimization elements of our strategy depend, in part, on our ability to execute strategic transactions, including both acquisitions and dispositions.

We also may not otherwise meet our operational or strategic expectations at all or on the anticipated timeline following the divestiture.

Acquisitions and joint ventures, such as our recently-announced joint venture with Bain Capital, involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses or in achieving a successful joint venture.

The growth element of our strategy also depends, in part, on organic growth and our ability to develop and grow new and existing areas of our business.

We face risks when we invest in new lines of business, products, services and platforms or other areas, which could harm our business, financial condition, results of operations and/or reputation.

We may not be able to effectively execute our organic growth strategy for reasons within and outside of our control.

If the entry into businesses, products or services is not successfully integrated into our business, the intended benefits and business development initiatives will not be achieved, which may adversely affect our business, financial condition, results of operations and reputation.

For example, incorporating artificial intelligence (‘AI*’*) into certain product offerings is becoming more important in our operations, particularly as our competitors, including new entrants focused on using technology and innovation, such as generative AI, digital platforms, data analytics, robotics and blockchain, seek to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.

The enhancement and development of technology systems may enhance cybersecurity risks and operational and technological risks, as any latency, disruption or failure in such technological tools could result in errors in analyses and compromise the integrity, security or privacy of generated content.

Additionally, the process of integrating technology systems of businesses we acquire is complex and exposes us to additional risk.

We may not adequately identify weaknesses in the information systems or information handling, privacy and security policies and protocols of targets, which could expose us to unexpected liabilities or make our own systems and data more vulnerable to cybersecurity incidents.

In some cases, we also depend on our partners and key vendors to provide technology and other support for these and other strategic initiatives.

If these partners or vendors fail to perform their obligations as we expect them to do or at all or such partners or vendors otherwise cease to work with us, our ability to execute on our strategic initiatives, and our business and results of operations, could be adversely impacted.

In some cases, such inflation has had, or could have in the future, a negative effect on our operations and financial condition.

Potential trade wars, including tariffs and retaliatory actions, also may contribute to inflation and/or hinder economic growth.

Additionally, fluctuations in short-term interest rates in our major markets can impact our interest income derived from the investment of our owned and fiduciary cash.

The future impact of a public health crisis will depend on future developments that we are unable to predict.

We are exposed to various risks arising out of natural disasters, including fires (such as the recent wildfires in southern California), earthquakes, hurricanes, floods and tornadoes, many of which could be exacerbated by climate change.

These consequences could, among other things, implicate other risks described herein, including without limitation: business continuity risks; human capital risks; regulatory and reputational risks; and risks relating to alleged errors and omissions in performing client work, and thereby adversely impact our business, results of operations or financial condition.

parties.

This gap in resources between us and some of our competitors has increased as they have made acquisitions.

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 for further discussion on the impact that technological developments have on our business, operations and financial condition.

investors, colleagues, and others concerning our future direction and performance.

Further, the advance of generative AI may give rise to additional vulnerabilities and potential entry points for cyber threats.

With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation.

In addition, increasing use of generative AI models in our internal systems may create new attack methods for adversaries.

Because generative AI is a new field, our understanding of cybersecurity risks resulting from generative AI and protection methods continues to develop, and features that rely on generative AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.

Prior instances of such activity have not been material to our business or financial results.

For example, our policies, colleague training (including phishing prevention training), and procedures and technical safeguards have not prevented or detected all improper

We are subject to numerous laws and regulations in the U.S. and foreign jurisdictions, only certain of which are named here, designed to protect the personal information of client and company constituents and suppliers.

These laws often develop in ways we cannot predict, and some laws may be in conflict with one another.

This may significantly increase our cost of doing business, particularly as we expand our localization efforts.

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

[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.](#rf_9)

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

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

There are also a number of other initiatives planned or ongoing to transform and update our systems and processes and gain efficiencies.

In addition, our strategy continues to evolve, and such evolution may result in further organizational changes or more or different investments than we currently anticipate.

In connection with all these changes, we may manage a number of large-scale and complex projects.

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.

Our growth strategy depends, in part, on our ability to make acquisitions or grow our business organically.

Our growth depends in part on our ability to make acquisitions and grow organically.

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

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.

The sale of Willis Re to Gallagher, including transitional arrangements, creates incremental business, operational, regulatory and reputational risks.

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

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’).

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

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

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.

Likewise, the lingering effects of the COVID-19 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.

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.

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

Although the length and impact of the ongoing wars are highly unpredictable, these geopolitical conflicts could continue to lead to further market disruptions.

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

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

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

However, none of these cybersecurity incidents or attacks to our knowledge have been material to our business or financial results.

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.

We are subject to numerous laws and regulations in the U.S. and foreign jurisdictions, only certain of which are named here, designed to protect the personally identifiable information of client and company constituents and suppliers, notably the European Union’s General Data Protection Regulation (‘GDPR’), which became effective on May 25, 2018, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 and its implementing regulations (‘CCPA’), which became effective in its current form on January 1, 2023, the Virginia Consumer Data Protection Act (‘VCDPA’), which became effective on January 1, 2023 and Connecticut Data Privacy Act (‘CDPA’), which became effective on July 1, 2023.

A July 2020 judgment by the Court of Justice of the European Union on *Schrems II* has made cross border data transfers to organizations outside the European Economic Area more onerous and uncertain.

Further, as a result of the U.K.’s withdrawal from the European Union (‘Brexit’), the data transfer regime between the U.K. and the European Economic Area is subject to some uncertainty if the U.K.’s data strategy diverges from the E.U.’s in the coming years.

The Company is also subject to numerous U.S. and foreign marketing and telecommunications laws and regulations designed to protect consumers from unwanted or fraudulent communications.

Certain U.S. states have also recently enacted laws requiring certain data security and privacy measures of regulated entities, notably the CCPA, VDCPA, and CDPA, with other states enacting similar data privacy laws that will become effective in the next 24 months.

their own data privacy and data security laws.

In such an event, we could experience operational challenges with regard to our operations.

Our business depends significantly on effective information systems.

Our information systems also rely on the commitment of significant financial and other resources to maintain and enhance existing systems, develop and create new systems and products in order to keep pace with continuing changes in information processing technology or evolving industry and regulatory standards.

As a global organization, we occasionally acquire other companies or divest certain of our existing business lines and companies.

We are also subject to actual and potential claims, lawsuits, investigations and proceedings outside of errors and omissions claims.

For example, in the case of pension plan actuarial work, a client’s claims might focus on the client’s alleged

These financial measures* *should be viewed in addition to, not in lieu of, the consolidated financial* *statements for the year ended December 31, [removed: 2023.*][added: 2024.*]

Overall, we are currently seeing a stabilizing [added: to softening] market.

U.S. and global markets are continuing to experience volatility and disruption as a result of the ongoing Russia-Ukraine and [removed: Israel-Hamas wars.][added: Middle East conflicts.]

[added: Although the length and impact of these situations are highly unpredictable, 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 [removed: many of the markets in which we operate.]

Other global economic events, such as accommodative monetary and fiscal [removed: policy] [added: policy, supply chain disruptions] and geopolitical tensions beyond the [added: aforementioned] ongoing wars, [removed: have also] contributed to significant inflation across the globe.

In particular, inflation in the United States, [removed: Europe,] [added: Europe] and other geographies has risen to levels not experienced in recent [removed: decades] [added: decades,] and [added: while this has eased somewhat in the last year,] we are seeing its impact on various aspects of our business.

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

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

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

In the fourth quarter of [removed: 2021,] [added: 2024,] the Company [removed: initiated] [added: concluded] a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working.

The program [removed: is expected to incur] [added: incurred] cumulative costs of [removed: approximately $995 million] [added: $1.115 billion] and capital expenditures of [removed: approximately] $130 million, [removed: for] [added: resulting in] a total investment of [removed: $1.125] [added: $1.245] billion.

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

For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] restructuring charges under our Transformation program totaled [removed: $68] [added: $61] million, [removed: $99] [added: $68] million and [removed: $26] [added: $99] million, respectively.

Other costs incurred under the Transformation program are included in transaction and [removed: transformation, net] [added: transformation] and were [added: $378 million,] $347 million and $136 million for the years ended December 31, [added: 2024,] 2023 and 2022, respectively.

From the actions taken during [removed: 2023,] [added: 2024,] we have identified an additional [removed: $188] [added: $136] million of annualized run-rate savings [removed: during the year] due to newly-realized opportunities and incremental sources of value.

Since the inception of the [removed: program,] [added: program to its conclusion,] we have identified [removed: $337] [added: $473] million of cumulative annualized run-rate savings, which overall [removed: are] [added: were] primarily attributable to process optimization.

For a discussion of material risks associated with the Transformation program, please see Part I, Item 1A Risk Factors [removed: -] [added: under the heading] *‘We may not be able to fully realize the anticipated benefits of our [removed: growth] strategy or our expected product, service and 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: 2022] [added: 2023] in comparison with the year ended December 31, [removed: 2021,] [added: 2022,] please see our Annual Report on Form 10-K filed with the SEC on February [removed: 24, 2023.][added: 22, 2024.]

| Revenue | | $ | [removed: 9,483] [added: 9,930] | | | | 100 | % | | $ | [removed: 8,866] [added: 9,483] | | | | 100 | % |

| Salaries and benefits | | | [removed: 5,344] [added: 5,502] | | | | [removed: 56] [added: 55] | % | | | [removed: 5,065] [added: 5,344] | | | | [removed: 57] [added: 56] | % |

| Other operating expenses | | | [removed: 1,815] [added: 1,833] | | | | [removed: 19] [added: 18] | % | | | [removed: 1,776] [added: 1,815] | | | | [removed: 20] [added: 19] | % |

| Depreciation | | | [removed: 242] [added: 230] | | | | [removed: 3] [added: 2] | % | | | [removed: 255] [added: 242] | | | | 3 | % |

| Amortization | | | [removed: 263] [added: 226] | | | | [removed: 3] [added: 2] | % | | | [removed: 312] [added: 263] | | | | [removed: 4] [added: 3] | % |

| Restructuring costs | | | [removed: 68] [added: 61] | | | | 1 | % | | | [removed: 99] [added: 68] | | | | 1 | % |

| Transaction and transformation | | | [removed: 386] [added: 409] | | | | 4 | % | | | [removed: 181] [added: 386] | | | | [removed: 2] [added: 4] | % |

| Total costs of providing services | | | [removed: 8,118] [added: 9,303] | | | | | | | | [removed: 7,688] [added: 8,118] | | | | | |

| Income from operations | | | [removed: 1,365] [added: 627] | | | | [removed: 14] [added: 6] | % | | | [removed: 1,178] [added: 1,365] | | | | [removed: 13] [added: 14] | % |

| Interest expense | | | [removed: (235] [added: (263] | ) | | | [removed: (2] [added: (3] | )% | | | [removed: (208] [added: (235] | ) | | | (2 | )% |

| Other [removed: income,] [added: (loss)/income,] net [added: (i)] | | | [removed: 149] [added: (260] | [added: )] | | | [removed: 2] [added: (3] | [removed: %] [added: )%] | | | [removed: 288] [added: 149] | | | | [removed: 3] [added: 2] | % |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | [removed: | 1,279 | | | | 13 | % | |] [added: $] | [removed: 1,258] [added: 104] | | | [added: $] | [removed: 14] [added: 1,279] | [removed: %] |

| Provision for income taxes | | | [removed: (215] [added: (192] | ) | | | (2 | )% | | | [removed: (194] [added: (215] | ) | | | (2 | )% |

| [removed: INCOME FROM CONTINUING OPERATIONS | | | 1,064 | | | | 11 | % | | | 1,064 |] [added: Income from operations] | | | [removed: 12] [added: 820] | [removed: %] |

| Income attributable to non-controlling interests | | | [removed: (9] [added: (10] | ) | | | — | % | | | [removed: (15] [added: (9] | ) | | | — | % |

| NET [removed: INCOME] [added: (LOSS)/INCOME] ATTRIBUTABLE TO WTW | | $ | [removed: 1,055] [added: (98] | [added: )] | | | [removed: 11] [added: (1] | [removed: %] [added: )%] | | $ | [removed: 1,009] [added: 1,055] | | | | 11 | % |

| Diluted [removed: earnings] [added: (loss)/earnings] per share [removed: from continuing operations] | | $ | [removed: 9.95] [added: (0.96] | [added: )] | | | | | | $ | [removed: 9.34] [added: 9.95] | | | | | |

Consolidated [removed: Revenue (Continuing Operations)][added: Revenue]

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: 2023.][added: 2024.]

| United States | | | [removed: 53] [added: 52] | % |

| United Kingdom | | | [removed: 18] [added: 19] | % |

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: 2023.][added: 2024.]

many of the markets in which we operate, and could continue to lead to further market disruptions.

If our costs grow significantly in excess of our ability to raise revenue, whether as a result of the foregoing global economic factors or otherwise, 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 the Transformation program concluded in 2024, we expect additional cash outflows in 2025 from the settlement of accrued costs.

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

| Impairment (i) | | | 1,042 | | | | 10 | % | | | — | | | | — | % |

For the year ended December 31, 2024, Impairment and Other (loss)/income, net include goodwill-related impairment expense and loss on disposal, respectively, associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

Interest income did not contribute to organic change for the year ended December 31, 2024.

Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; and (iii) certain transaction and transformation expenses, and includes certain expense amounts which may be determined on both a direct and allocated basis.

| | | 2024 | | | | 2023 | | | | Change | | Impact | | Change | | Divestitures | | Change |

| Segment revenue excluding interest income | | $ | 5,745 | | | $ | 5,557 | | | 3% | | —% | | 3% | | —% | | 4% |

| Interest income | | | 32 | | | | 25 | | | | | | | | | | | |

| Segment operating income | | $ | 1,717 | | | $ | 1,565 | | | | | | | | | | | |

Benefits Delivery & Outsourcing revenue was materially flat, as growth in Outsourcing from regulatory-driven project work and new-client wins was largely offset by decreased revenue in TRANZACT.

HWC segment operating income for the years ended December 31, 2024 and 2023 was $1.7 billion and $1.6 billion, respectively.

HWC segment operating income increased due primarily to transformation savings as well as operating leverage driven by organic revenue growth and disciplined expense management.

| | | 2024 | | | | 2023 | | | | Change | | Impact | | Change | | Divestitures | | Change |

| Segment revenue excluding interest income | | $ | 3,926 | | | $ | 3,656 | | | 7% | | —% | | 8% | | —% | | 8% |

| Interest income | | | 112 | | | | 79 | | | | | | | | | | | |

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

| Segment operating income | | $ | 958 | | | $ | 813 | | | | | | | | | | | |

Corporate Risk & Broking had organic revenue growth primarily driven by higher levels of new business activity and strong client retention and renewal increases across all geographies.

Insurance Consulting and Technology organic revenue growth was driven by strong software sales in Technology, which was partially offset by a decline in demand for discretionary services.

R&B segment operating income for the years ended December 31, 2024 and 2023 was $958 million and $813 million, respectively.

R&B segment operating income increased due primarily to operating leverage driven by organic revenue growth and disciplined expense management, as well as transformation savings.

This increase resulted from the impairment expense associated with the sale of our TRANZACT business in the current year (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

Gallagher & Co. (‘Gallagher’).

Impairment for the year ended December 31, 2024 was $1.0 billion.

Impairment is attributable to the goodwill impairment associated with our Benefits, Delivery and Administration (‘BDA’) reporting unit related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

This decrease resulted from the impairment expense associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higher salary expense and increased incentive and benefit costs in the current year, partially offset by higher revenue in the current year.

This decrease was mostly due to the net loss on disposal in the current year, which is primarily attributable to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), partially offset by the recognition of a $750 million earnout related to the 2021 divestiture of our Willis Re business which is expected to be received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

The current-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions.

Ireland, in particular, enacted Pillar Two legislation by signing Finance (No. 2) Bill 2023 into law in December 2023.

Other countries and territories have indicated they will introduce Pillar Two legislation beginning in 2025.

The Pillar Two minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on the Company's financial results of operations for the current period.

The Company continues to monitor evolving tax legislation as well as additional guidance to enacted legislation in the jurisdictions in which we operate.

This decrease primarily resulted from the loss on disposal and impairment expense associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higher salary expense and increased incentive and benefit costs in the current year, partially offset by the recognition of a $750 million earnout related to the 2021 divestiture of our Willis Re business which is expected to be received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), and higher revenue in the current year.

Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and the receipt of the $750 million earnout related to the 2021 divestiture of Willis Re, which is expected to be collected during the first half of 2025.

The use of these funds includes investments in the business for growth, scheduled debt repayments, share repurchases and dividend payments.

During the fourth quarter of 2024, we re-entered the reinsurance broking space by making an initial investment in a reinsurance joint venture with Bain Capital.

We hold a minority ownership interest in the joint venture and have an option to acquire a controlling interest in the future.

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

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.

During the fourth quarter of 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 $425 million by the end of 2024.

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

| LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | | | — | | | | — | % | | | (40 | ) | | | — | % |

| | | | | |

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

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.

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.

These increases were partially offset by the absence of the prior-year asset impairments incurred, mostly accounts receivables, related to Russian insurance contracts placed by U.K. brokers in the London market (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K) and lower external labor fees in the current 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 prior-year effective tax rate includes a $34 million tax benefit associated with amending the Company’s U.S. federal income tax returns for tax years 2019 and 2020, primarily related to the reduction of Base Erosion and Anti Abuse Tax (‘BEAT’), and a $22 million income tax benefit associated with foreign exchange remeasurement on income tax account balances.

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.

Loss from Discontinued Operations, Net of Tax

The following table presents selected financial information as it relates to loss from discontinued operations, net of tax:

| | | 2022 | | |

| Revenue from discontinued operations | | $ | 48 | |

| Costs of providing services | | | | |

| Salaries and benefits | | | 14 | |

| Other operating expenses | | | 10 | |

| Total costs of providing services | | | 24 | |

| Loss on disposal of Willis Re | | | (65 | ) |

| Benefit from income tax expense | | | 1 | |

| Net income payable to Gallagher on Deferred Closing | | | (5 | ) |

| Loss from discontinued operations, net of tax | | $ | (40 | ) |

Loss from discontinued operations, net of tax for the year ended December 31, 2022 was $40 million.

The operations of our Willis Re business were reclassified to discontinued operations upon our entering into an agreement to sell the business during the third quarter of 2021 (see Note 3 - Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

Loss from discontinued operations in the prior year are primarily attributable to the adjustments to the gain on disposal resulting from finalizing the value of the net assets transferred and the operations of the deferred closing entities and run-off activity associated with the divestiture.

Specific to WTW, following the reduced spending driven by the COVID-19 pandemic, spending on travel and associated expenses began to increase in 2022, and this trend continued during 2023 following the return to office for many companies increasing in-person interactions.

Before its disposal in 2021, Willis Re’s operating cash flows approximated its pre-tax income and any adjustments for working capital movements (see Note 3 — Acquisitions and Divestitures in Item 8 within this Annual Report on Form 10-K).

Certain costs historically allocated to the Willis Re business are included in continuing operations and were retained following the disposal, but are being partially offset by reimbursements through the TSA.

Costs incurred to service the TSA are expected to be reduced as part of the Company’s Transformation program as quickly as possible when the services are no longer required by Gallagher.

| | | 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.

The table below gives an approximate analysis of revenue and expenses from continuing operations by currency in [removed: 2023.][added: 2024.]

| Revenue | | [removed: 60%] [added: 59%] | | 11% | | 14% | | [removed: 15%] [added: 16%] |

| Expenses (i) | | [removed: 54%] [added: 53%] | | [removed: 17%] [added: 18%] | | 12% | | 17% |

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

In addition, the London market operations earn significant revenue in [removed: Euro and Japanese yen.][added: Euros.]

In addition, we are also exposed to foreign exchange risk on any net [removed: Pounds sterling] [added: non-dollar] asset or liability [removed: position in] [added: positions on] our London market [removed: operations;] [added: operations' balance sheets;] and

the U.K. operations also earn significant revenue in [removed: Euro and Japanese yen.][added: Euros.]

The Company limits its exposure to changes in the exchange rates between the U.S. dollar and [removed: these currencies] [added: Euros] by the use of foreign exchange contracts matched to a proportion of forecast [removed: cash] [added: revenue] inflows in these specific currencies and periods.

These derivatives are not generally designated as hedging instruments and at December 31, [removed: 2023,] [added: 2024,] we had notional amounts of $1.2 billion (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net [removed: asset] fair value [added: liability] of $3 million.

| December 31, [removed: 2023] [added: 2024] | | Contract amount | | | | Average contractual exchange rate | | Contract amount | | | | Average contractual exchange rate |

| U.S. dollars sold for Pounds sterling | | $ | [removed: 63] [added: 104] | | | [removed: $1.23] [added: $1.27] = £1 | | $ | [removed: 26] [added: 44] | | | [removed: $1.24] [added: $1.29] = £1 |

| Euros sold for U.S. dollars | | | [removed: 24] [added: 19] | | | €1 = [removed: $1.07] [added: $1.10] | | | [removed: 6] [added: 9] | | | €1 = [removed: $1.10] [added: $1.11] |

| Total | | $ | [removed: 87] [added: 123] | | | | | $ | [removed: 32] [added: 53] | | | |

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

Represents the difference between the contract amount and the cash flow in U.S. dollars which would have been receivable had the foreign currency forward exchange contracts been entered into on December 31, [removed: 2023] [added: 2024] at the forward exchange rates prevailing at that date.

As of December 31, [removed: 2023,] [added: 2024,] no amount was drawn on this facility.

The Company had no outstanding floating rate-based debt at December 31, [removed: 2023.][added: 2024.]

| | | [removed: 2024 | | | |] 2025 | | | | 2026 | | | | 2027 | | | | 2028 | | | | [added: 2029 | | | |] Thereafter | | | | Total | | | | Fair Value (i) | | |

| Fixed rate payable | | | [removed: 3.600 | % | | |] — | | | | 4.400 | % | | | 4.650 | % | | | 4.500 | % | | | [removed: 4.440] [added: 2.950] | % | | | [removed: 4.368] [added: 5.238] | % | | | [added: 4.677] | [added: %] | [added: | | | |]

[removed: 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 [added: invest.]

Interest income was [removed: $145] [added: $166] million, [removed: $55] [added: $145] million and [removed: $12] [added: $55] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

At December 31, [removed: 2023,] [added: 2024,] we held [removed: $2.2] [added: $2.6] billion of fiduciary funds invested in interest-bearing accounts.

Management does not believe that significant risk exists in connection with the Company’s concentrations of credit as of December 31, [removed: 2023.][added: 2024.]

| | | 2025 | | | | | | 2026 | | | | |

| Principal | | $ | — | | | $ | 550 | | | $ | 750 | | | $ | 600 | | | $ | 725 | | | $ | 2,725 | | | $ | 5,350 | | | $ | 5,052 | |

Short-term rates in major currencies began to decrease over the second half of 2024 from end-of-2023 levels.

This followed some steep central bank rate increases in 2023.

Our increase in interest income in 2024 reflects a combination of relatively high average interest rates over the course of 2024 and some increases in our invested cash balances.

Interest income in the future will be a function of the short-term

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

| Principal | | $ | 650 | | | $ | — | | | $ | 550 | | | $ | 750 | | | $ | 600 | | | $ | 2,700 | | | $ | 5,250 | | | $ | 5,004 | |

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

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

invest in these instruments.

Utilizing the global view and local expertise of our [removed: 48,000] [added: approximately 49,000] 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: 95%] [added: 96%] of the FTSE 100, 89% of the Fortune 1000, and [removed: 91%] [added: 90%] of the Fortune Global 500 companies.

None of the Company’s [removed: customers] [added: clients] individually represented more than 10% of its consolidated revenue for each of the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

We place insurance with [removed: more than] [added: approximately] 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: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

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

We believe we can achieve this through executing on our three [removed: strategic priorities – grow, simplify and transform:][added: objectives:]

Through [removed: these strategies] [added: this strategy,] we aim to grow revenue, improve margins and increase [added: free] cash flow, EBITDA and earnings.

This means commitment to [removed: a] [added: our] shared purpose and values, a framework that guides how we run our business and serve clients.

Below are the percentages of revenue generated by each segment for each of the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Health, Wealth & Career | | | [removed: 60] [added: 59] | % | | | 60 | % | | | 60 | % |

| Risk & Broking | | | [removed: 40] [added: 41] | % | | | 40 | % | | | 40 | % |

Our solutions range from single asset class activity, through complete management of entire pension plan assets including sophisticated liability hedging [removed: programs.][added: programs as well as pooled employer plans/Master Trust under our LifeSight branding.]

*Employee Experience* — Our Employee Experience business focuses on the provision of solutions including employee insight and listening tools, a technology platform that [removed: connects users across our HWC segment,] [added: serves as a gateway for employees and plan participants to access their benefits and career information,] communication and change management services.

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

Individual Marketplace serves [removed: both] employer-based [removed: and direct-to-consumer] populations through its end-to-end consumer acquisition and engagement platforms, which tightly integrate call routing technology, an efficient quoting and enrollment engine, a customer relations management system and deep links with insurance carriers.

This is underpinned by data and analytics through a balanced matrix of global lines of business and local Property and Casualty businesses, across [removed: three] [added: four] geographical areas: North America, [added: Great Britain, Western] Europe and International.

*Financial Solutions* — Financial Solutions provides insurance broking services and specialized risk advice related to credit and political [removed: risk and crisis management, including terrorism, kidnap and ransom and contingency] risk.

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

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

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

The number of [removed: employees] [added: colleagues] by segment as of [removed: the year ended] December 31, [removed: 2023] [added: 2024] is approximated below:

| Health, Wealth & Career | | | [removed: 24,100] [added: 25,700] | |

| Risk & Broking | | | [removed: 14,300] [added: 16,500] | |

| Corporate and Other | | | [removed: 9,600] [added: 6,700] | |

The number of [removed: employees] [added: colleagues] by geography as of [removed: the year ended] December 31, [removed: 2023] [added: 2024] is approximated below:

| North America | | | [removed: 15,500] [added: 15,100] | |

Voluntary turnover excluding TRANZACT [removed: employees] [added: colleagues] (rolling 12-month attrition) has [removed: continued on a consistent downward trend] [added: remained well within target range] throughout [removed: 2023 (10.8%] [added: 2024 (10.9%] compared to [removed: 15.2%] [added: 10.8%] in [removed: 2022).][added: 2023).]

Hiring and internal movement statistics, summarized below, consistent with prior years excludes colleagues in TRANZACT as the volumes are material and fluctuate significantly in light of the nature of hiring in that business, which is materially dependent on seasonal [removed: colleagues:][added: colleagues.]

We continue to have a strong rate of alumni returning to WTW, with rehires representing [removed: 6%] [added: 7%] of total hires in [removed: 2023] [added: 2024] compared to [removed: 5%] [added: 6%] in [removed: 2022.][added: 2023.]

[removed: At December 31, 2023, we had the] [added: The] following [added: chart reflects] global female [removed: representation,] [added: demographic data] and [removed: in the] U.S. [removed: where we have the most complete data, we had the following] ethnic and racial [removed: diversity representation:][added: demographic data as of December 31, 2024:]

| Other non-white (i) | 3.2% | | [removed: 1.5%] [added: 1.2%] |

| Total | [removed: 34.2%] [added: 35.6%] | | 11.5% [removed: (iv)] |

Senior leadership represents [removed: about] 4% of our colleagues and includes those with titles of Managing and Senior Directors.

Our [removed: commitment to diversity is also demonstrated by the range of diversity represented on our board, which] [added: board composition] reflects [removed: diversity] [added: a mix] of gender, [removed: ethnicity and] [added: race, ethnicity,] nationality, [removed: and varied backgrounds] [added: backgrounds, experiences] and skill sets.

As of December 31, [removed: 2023,] [added: 2024,] 40% of directors identify as female, 10% as LGBT+ and 10% as [removed: Black.][added: Black (based on self-identified characteristics).]

[removed: Further,] [added: Additionally,] 60% of our directors have non-US citizenship.

[removed: We offer market competitive arrangements in aggregate, aligned to a pay-for-performance culture that delivers optimized value to WTW for the benefit of all our stakeholders, and alongside] [added: Alongside] our colleague experience, [removed: positions] [added: our total rewards programs position] WTW as a magnet for the most accomplished and aspiring talent in the industry.

Our total rewards comprise a wide array of programs, including pay, benefits, [added: share ownership,] wellbeing, [added: workplace flexibility,] time off, career development opportunities and other aspects of the work environment.

Improve colleague performance and engagement; [added: and]

Our strategy is focused on extending and amplifying WTW’s strengths to deliver sustainable growth and profitability.

Accelerate performance: By executing on the segment growth strategies to strengthen business fundamentals, advance innovative solutions and capitalize on our global footprint.

Enhance efficiency: By having a continuous improvement mindset, delivering operating leverage in our segments and leveraging WTW Enterprise Delivery Organization (WE DO) to focus on right work, right place, right tools and real estate optimization.

Optimize portfolio: By intentionally managing our portfolio through inorganic and organic investment in areas of strength and deepen our large and high-growth businesses with strategic investments in corporate risk and broking, health and benefits and wealth.

Also, by divesting businesses that are no longer a strategic fit or do not have our desired financial profile.

These objectives are enabled by a focused investment framework and capital allocation strategy.

In turn, we’ll be able to fulfill our shared company purpose – We transform tomorrows.

We provide plan administration services in North America, the U.K., Ireland and Germany.

Learning & development – We support professional development and personal growth for our talent.

Our colleagues take responsibility to develop their expertise, competencies and professional stature, while the Company invests in the tools and opportunities that allow for our colleagues’ continual development.

Our digital-first learning approach enables career development for all our colleagues around the world, complemented by business-specific and technical training.

Additionally, we offer targeted development programs for early careers, emerging leaders, managers and experienced leaders.

| | | December 31, 2024 (i) | | |

| Total Colleagues | | | 48,900 | |

Health, Wealth & Career’s and Risk & Broking’s colleague totals as of December 31, 2024 include colleagues who provide direct support to the segments and were classified as Corporate in the prior year’s colleague totals.

| | | December 31, 2024 | | |

| Europe | | | 15,200 | |

| International | | | 18,600 | |

| Total Colleagues | | | 48,900 | |

Future voluntary turnover trend data will exclude colleagues from our now-divested TRANZACT business, so comparison to prior years’ trends will not be impacted.

Hiring

With turnover remaining within target range, business areas are primarily focusing on targeted hiring campaigns for mid-senior level hires to support growth, future succession planning and/or as part of their location strategy.

Hiring into the Early Careers programs remained relatively stable and consistent with 2023.

The focus remains on building pipelines of high caliber talent through enhanced employer branding and attraction.

As discussed in Note 3 — Acquisitions and Divestitures and elsewhere in this Annual Report on Form 10-K, the sale of TRANZACT was completed on December 31, 2024.

Because we have historically excluded TRANZACT colleagues from our annual hiring and internal movement statistics, these statistics will remain comparable year-over-year.

Hires exceeded 7,800, a decrease of 4% as compared to 2023, primarily attributable to higher-than-typical hiring volumes in 2023 due to Global Service Delivery Center hiring.

Our continued focus for 2025 will be to increase our global investment in talent across sales and client-facing colleagues.

Inclusion and Diversity (‘I&D’) – Our people strategy guides our actions to make WTW a destination employer for top talent.

Our approach to building and sustaining an inclusive and high-performing culture includes a priority focus on:

Attraction and retention – Growing the pipeline for talent with a broad range of backgrounds, experiences and perspectives.

Development and Promotion – Supporting colleagues in all stages of career development.

Culture and Brand – Promoting an inclusive culture and work environment.

Our policies, including our Code of Conduct, require that our employment decisions comply with applicable law.

| Female (global) | 55.2% | | 33.6% |

| Asian | 7.0% | | 5.9% |

| Black | 15.3% | | 1.5% |

| Hispanic | 10.1% | | 2.9% |

(i)

We offer market competitive rewards in aggregate, aligned to a pay-for-performance culture.

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

Our vision is to be the best advisory, broking and solutions company for the benefit of all our stakeholders – creating a competitive advantage and delivering sustainable, profitable growth.

Grow at or above market in priority areas: Focus on core opportunities with the highest growth and return; innovate and accelerate our offerings through a dynamic, yet disciplined, approach; bring targeted solutions to clients reflecting more connected offerings; and increase scale to fill gaps in capabilities through inorganic expansion.

Simplify the business to increase agility and effectiveness: Implement the Company’s streamlined structure of two business segments (Health, Wealth & Career and Risk & 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.

Transform operations to drive savings while enhancing our client and colleague experiences: Maximize global platforms to be as common as possible and as distinct as necessary; right-shore operations to capitalize on our scale; rationalize real estate and build new ways of working; and modernize technology to enhance the digital experience.

We are the leading administrator among the 200 largest pension plans in the U.K., as well as a leader in Germany.

| | | December 31, 2023 | | |

| Total Employees | | | 48,000 | |

| Europe | | | 15,000 | |

| International | | | 17,500 | |

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.

Promotions and direct appointments into new roles brought additional opportunities for career growth and advancement and contributed to the improvement of female representation in senior leadership.

Inclusion and Diversity (‘I&D’) – We believe that when our individual talents are combined, we unlock our collective potential.

We further believe that we are better together because each of us is different.

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:

Attract and hire to grow our talent pipeline of colleagues from diverse communities.

Develop and promote in an inclusive and thoughtful manner, with the aspiration of increasing the overall diversity in business leadership.

Promote an inclusive culture that respects each other’s differences and celebrates what is unique about each of us.

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

| Asian | 6.7% | | 5.6% |

| Black | 15.2% | | 1.6% |

| Hispanic | 9.1% | | 2.8% |

(iii)

This figure was 31.0% at December 31, 2022

(iv)

This figure was 8.7% at December 31, 2022

Additionally, I&D aspirational priorities are included in our executive officers’ overall individual performance objectives and individual efforts are considered as one factor in the determination of their short-term incentive awards.

Each year our leaders cascade

I&D aspirational priorities throughout the organization, and we continue to reinforce objective and fair processes that aim to mitigate bias in our talent programs and hiring practices.

Examples of key activities include:

Our global I&D council, sponsored by our Chief Executive Officer and Chief Human Resources Officer, sets the goals for our global I&D initiatives.

It is supported by regional councils that provide local perspectives and help to translate our global priorities into actions within each region.

We have I&D processes and learning curriculums in place that are intended to ensure progression of our I&D priorities and create an inclusive culture that fosters and promotes diversity.

Our inclusion networks are designed to engage our talent and better connect us to each other, our clients, and the communities in which we work and live.

Current inclusion networks include: Gender Equity, LGBT+, Multicultural, Workability (Asia, North America, the U.K.), Early Careers Professionals (Asia, the U.K., Western Europe), Veterans (North America) and Caregivers (U.K.).

Attract and retain talent in the local marketplace;

For the fiscal year ended December [removed: 31, 2023][added: 31, 2024]

[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: 2023] [added: 2024] (the last day of the Registrant’s most recently completed second quarter) was [removed: $24,662,440,773.][added: $26,561,578,541.]

As of February [removed: 16, 2024,] [added: 19, 2025,] there were outstanding [removed: 102,481,452] [added: 99,692,639] ordinary shares, nominal value $0.000304635 per share, of the Registrant.

For the year ended December 31, [removed: 2023][added: 2024]

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 41] [added: 42] |

| Item 4 | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 41] [added: 42] |

| 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: 42] [added: 43] |

| Item 6 | | [\[RESERVED\]](#item_6_selected_consolidated_financial_d) | | [removed: 45] [added: 46] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 46] [added: 47] |

| Item 7A | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 67] [added: 68] |

| Item 8 | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 70] [added: 71] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 123] [added: 126] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 123] [added: 126] |

| Item 9B | | [Other Information](#item_9b_or_information) | | [removed: 125] [added: 128] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_juris) | | [removed: 126] [added: 129] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 127] [added: 130] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 127] [added: 130] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 127] [added: 130] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 127] [added: 130] |

| Item 14 | | [Principal Accounting Fees and Services](#item_14_principal_accountant_fees_servic) | | [removed: 127] [added: 130] |

| Item 15 | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 128] [added: 131] |

| Item 16 | | [Form 10-K Summary](#item_16_form_10k_summary) | | [removed: 134] [added: 137] |

| ‘Legacy Willis’ or ‘Willis’ | | Willis Group Holdings Public Limited Company and its subsidiaries, predecessor to WTW, prior to the Merger [added: of Willis Group Holdings Public Limited Company and Towers Watson & Co. pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, and completed on January 4, 2016] |

| ‘TRANZACT’ | | [removed: CD&R] TZ Holdings, Inc. and its subsidiaries, [removed: doing] [added: including MG LLC (doing] business as [removed: TRANZACT] [added: TRANZACT)] |

These forward-looking statements include information about possible or assumed future results of our [removed: operations.][added: operations or certain considerations relating to our future results.]

[removed: Gallagher & Co. (‘Gallagher’)] [added: 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 potential impact of natural or man-made disasters like health pandemics] and [added: 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 results; existing and evolving business strategies; our ability to execute strategic transactions, including both acquisitions and dispositions, including our ability to receive adequate consideration or any earnout proceeds in return for any dispositions or integrate or manage acquired businesses or effect internal reorganizations; incremental risks relating to the] transitional arrangements [removed: related thereto;] [added: in effect subsequent to our previously-completed sale of TRANZACT;] demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our [removed: ability to implement and realize anticipated benefits of any cost-savings initiatives including the multi-year operational Transformation program; 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 intentions, including with respect to free cash flow generation, adjusted net [removed: revenue,] [added: income,] adjusted operating margin and adjusted earnings per share, are forward-looking statements.

| [Signatures](#signatures) | | | | 138 |

| | | |

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

| ‘Merger’ | | Merger of Willis Group Holdings Public Limited Company and Towers Watson & Co. pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, and completed on January 4, 2016 |

| ‘Miller’ | | Miller Insurance Services LLP and its subsidiaries |

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 potential impact of 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 results; existing and evolving business strategies and acquisitions and dispositions, including our completed sale of Willis Re to Arthur J.

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

Technology and cyber risks that meet certain thresholds are escalated and tracked by the ERM team within the [added: WTW] Risk function.

Additionally, [removed: management] [added: WTW undertakes vulnerability scanning,] and [added: engages] third parties from [removed: time] [added: time-to-time] to [removed: time] conduct penetration testing [removed: and vulnerability scanning] to help WTW identify and reduce the threat of known and emerging cybersecurity risks.

The [removed: Audit and] Risk Committee assists the board of directors in its oversight of the ERM framework, [removed: policies] [added: policies,] and practices used by WTW to identify, [removed: assess] [added: assess,] and manage [added: WTW’s] key [removed: risks facing WTW,] [added: operational risks,] including [removed: financial and strategic risks as well as risks relating to matters of compliance and internal control, tax] [added: without limitation: cybersecurity, technology, information security, privacy,] and [removed: pension, among other matters.][added: artificial intelligence risk.]

WTW’s Chief Information Security Officer (‘CISO’) and [removed: Chief Information Officer (‘CIO’)] [added: Global Head of Technology] report to the [removed: OT] [added: Risk] Committee on cybersecurity matters, including key risks.

The [removed: OT] [added: Risk] Committee reports to the board of directors at each formal board meeting and the board of directors discusses those reports.

WTW's CISO has served in various roles in information technology and information security for over [removed: 32] [added: 33] years, including serving as CISO of several public companies.

The CISO reports to the [removed: CIO.][added: Global Head of Technology.]

[removed: WTW's CIO] [added: WTW’s Global Head of Technology] has served in various roles in information technology for over [removed: 36] [added: 25] years.

As part of the WTW cybersecurity program, cross-functional teams throughout [removed: WTW] [added: WTW, including enterprise risk management, operational resilience, legal, compliance and information security, coordinate to monitor, consider, and, when appropriate,] address cybersecurity threats and respond to cybersecurity incidents.

Through ongoing communications [removed: with] [added: among] these teams, the [removed: CISO] [added: CISO, the Global Head of Technology,] and [added: other members of] senior [removed: management] [added: management, as appropriate,] are informed about and monitor the prevention, detection, [removed: mitigation] [added: 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 [removed: focus on several key areas, including:][added: include the following areas of focus:]

While WTW seeks to maintain adequate controls, they may not always be [removed: effective.][added: effective or at the level of maturity that the Company ultimately wishes to maintain.]

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 [removed: harm,] [added: 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 [removed: is that all WTW colleagues are required to receive] [added: requires] annual, mandatory privacy and information security [removed: training.][added: training for all WTW colleagues.]

Third-Party Risk Management: WTW’s risk management strategy includes a [removed: third-party] risk management process [added: focused on third-party service providers and other parties with which we engage] that is intended to [removed: be aligned to] [added: align with] the technology security key controls across the organization.

[removed: We] [added: Although we and our vendors regularly experience 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 [removed: operations,] [added: operations] or financial condition.

As a professional services firm providing advice, broking and solutions in the areas of people, risk and capital, and often involving confidential and sensitive information, cybersecurity risk management is an integral part of our enterprise risk management (‘ERM’) strategy.

As further described below, our cybersecurity risk management program is coordinated by cross-functional teams.

WTW has been certified by ISO 27001 and identifies, categorizes and manages cyber risks according to frameworks such as SOC 2 - Type 2 and the National Institute of Standards and Technology (‘NIST’) Framework.

WTW’s board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the ‘Risk Committee’), which was recently formed following the completion of the three-year term of the Operational Transformation Committee.

The Global Head of Technology holds a graduate degree in business.

WTW’s cybersecurity program is an ongoing process designed to identify, assess and manage WTW’s risk exposures over the short-, intermediate- and long-term.

Threat Intelligence: Through its regular monitoring processes, WTW obtains intelligence on cyber threats relevant to the Company at strategic, operational and tactical levels to help inform and reassess its cybersecurity risk management priorities.

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.

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

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

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

As of February [removed: 16, 2024,] [added: 24, 2025,] there were [removed: 1,020] [added: 958] shareholders of record of our ordinary shares, not including those ordinary shares held in street or nominee name.

The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023.][added: 2024.]

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

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

The graph charts the performance of $100 invested on the initial date indicated, December 31, [removed: 2018,] [added: 2019,] assuming full dividend reinvestment.

[removed: ][added: ]

During the year ended December 31, [removed: 2023,] [added: 2024,] no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

At December 31, [removed: 2023,] [added: 2024,] the maximum number of shares that may be purchased under the existing stock repurchase program is [removed: 5,565,955,] [added: 4,602,709,] with approximately [removed: $1.3] [added: $1.4] 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: 2023] [added: 2024] of [removed: $241.20.][added: $313.24.]

The following table provides information, as of December 31, [removed: 2023,] [added: 2024,] 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.

| Equity Compensation Plans Approved by Security Holders (i) | | [removed: 1,563,028] [added: 1,404,655] | | — | | [removed: 4,924,629] [added: 4,919,702] |

Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan [removed: (3,867,028] [added: (3,911,221] shares) and the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan [removed: (1,057,601] [added: (1,008,481] shares).

In February 2025, the board of directors approved a quarterly cash dividend of $0.92 per share ($3.68 per share annualized rate), which will be paid on or around April 15, 2025 to shareholders of record as of March 31, 2025.

| October 1, 2024 through October 31, 2024 | | 362,252 | | | $ | 292.18 | | | | 362,252 | | | | 5,519,443 | |

| November 1, 2024 through November 30, 2024 | | 403,312 | | | $ | 314.52 | | | | 403,312 | | | | 5,116,131 | |

| December 1, 2024 through December 31, 2024 | | 513,422 | | | $ | 316.33 | | | | 513,422 | | | | 4,602,709 | |

| | | 1,278,986 | | | $ | 308.92 | | | | 1,278,986 | | | | | |

The board of directors has authorized the current open-ended repurchase program for a total of up to $10.2 billion, which was most recently increased by $1.0 billion on November 20, 2024.

| Total | | 1,404,655 | | — | | 4,919,702 |

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

Since April 20, 2016, when the WTW board reconfirmed, reapproved and reauthorized the remaining $529 million portion of the Legacy Willis program to repurchase the Company’s ordinary shares on the open market or by way of redemption or otherwise, the following additional authorizations have occurred:

November 10, 2016 *—* the Company announced that the board of directors approved an additional authorization of $1.0 billion.

February 23, 2018 *—* the Company announced that the board of directors approved an additional authorization of $400 million.

February 26, 2020 *—* the Company announced that the board of directors approved an additional authorization of $251 million.

July 26, 2021 *—* the Company announced that the board of directors approved an additional authorization of $1.0 billion.

September 16, 2021 *—* the Company announced that the board of directors approved an additional authorization of $4.0 billion.

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

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 |

For the year ended December 31, [removed: 2023][added: 2024]

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)](#report_independent_registered_public_acc) | | [removed: 71] [added: 72] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2023](#consolidated_statements_comprehensive_in)] [added: 2024](#consolidated_statements_comprehensive_in)] | | [removed: 73] [added: 74] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | | [removed: 74] [added: 75] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2023](#consolidated_statements_cash_flows)] [added: 2024](#consolidated_statements_cash_flows)] | | [removed: 75] [added: 76] |

| [Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2023](#consolidated_statements_changes_in_equit)] [added: 2024](#consolidated_statements_changes_in_equit)] | | [removed: 76] [added: 77] |

| [Notes to the Consolidated Financial Statements](#fis_notes_to_financial_statement) | | [removed: 77] [added: 78] |

We have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 22, 2024,] [added: 25, 2025,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing separate opinions on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Goodwill is tested at the reporting unit level, and the Company had seven reporting units as of October 1, [removed: 2023.][added: 2024.]

[removed: February 22,] [added: |] 2024 [added: | | | — | | | | 2 | | | | — | | | | — | | | | 2 | | | | 9 | | | | 11 | | | | 22 | | | | 33 | |]

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | $ | [removed: 9,483] [added: 9,930] | | | $ | [removed: 8,866] [added: 9,483] | | | $ | [removed: 8,998] [added: 8,866] | |

| Salaries and benefits | | | [removed: 5,344] [added: 5,502] | | | | [removed: 5,065] [added: 5,344] | | | | [removed: 5,253] [added: 5,065] | |

| Other operating expenses | | | [removed: 1,815] [added: 1,833] | | | | [removed: 1,776] [added: 1,815] | | | | [removed: 1,673] [added: 1,695] | |

| Depreciation | | | [removed: 242] [added: 230] | | | | [removed: 255] [added: 242] | | | | [removed: 281] [added: 255] | |

| Amortization | | | [removed: 263] [added: 226] | | | | [removed: 312] [added: 263] | | | | [removed: 369] [added: 312] | |

| Restructuring costs | | | [removed: 68] [added: 61] | | | | [removed: 99] [added: 68] | | | | [removed: 26] [added: 99] | |

| Transaction and [removed: transformation, net] [added: transformation] | | | [removed: 386] [added: 409] | | | | [removed: 181] [added: 386] | | | | [removed: (806] [added: 181] | [removed: )] |

| Total costs of providing services | | | [removed: 8,118] [added: 9,303] | | | | [removed: 7,688] [added: 8,118] | | | | [removed: 6,796] [added: 7,688] | |

| Income from operations | | | [removed: 1,365] [added: 627] | | | | [removed: 1,178] [added: 1,365] | | | | [removed: 2,202] [added: 1,178] | |

| Interest expense | | | [removed: (235] [added: (263] | ) | | | [removed: (208] [added: (235] | ) | | | [removed: (211] [added: (208] | ) |

| Other [removed: income,] [added: (loss)/income,] net | | | [removed: 149] [added: (260] | [added: )] | | | [removed: 288] [added: 149] | | | | [removed: 701] [added: 288] | |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | [removed: 1,279] [added: 104] | | | | [removed: 1,258] [added: 1,279] | | | | [removed: 2,692] [added: 1,258] | |

| Provision for income taxes | | | [removed: (215] [added: (192] | ) | | | [removed: (194] [added: (215] | ) | | | [removed: (536] [added: (194] | ) |

| [removed: INCOME] [added: (LOSS)/INCOME] FROM CONTINUING OPERATIONS | | | [removed: 1,064] [added: (88] | [added: )] | | | 1,064 | | | | [removed: 2,156] [added: 1,064] | |

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

| NET [removed: INCOME] [added: (LOSS)/INCOME] | | | [removed: 1,064] [added: (88] | [added: )] | | | [removed: 1,024] [added: 1,064] | | | | [removed: 4,236] [added: 1,024] | |

| Income attributable to non-controlling interests | | | [removed: (9] [added: (10] | ) | | | [removed: (15] [added: (9] | ) | | | [removed: (14] [added: (15] | ) |

| NET [removed: INCOME] [added: (LOSS)/INCOME] ATTRIBUTABLE TO WTW | | $ | [removed: 1,055] [added: (98] | [added: )] | | $ | [removed: 1,009] [added: 1,055] | | | $ | [removed: 4,222] [added: 1,009] | |

| [removed: EARNINGS] [added: (LOSS)/EARNINGS] PER SHARE | | | | | | | | | | | | |

| Basic [removed: earnings] [added: (loss)/earnings] per share: | | | | | | | | | | | | |

| [removed: Income] [added: (Loss)/income] from continuing operations per share | | $ | [removed: 10.01] [added: (0.96] | [added: )] | | $ | [removed: 9.36] [added: 10.01] | | | $ | [removed: 16.68] [added: 9.36] | |

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

| Basic [removed: earnings] [added: (loss)/earnings] per share | | $ | [removed: 10.01] [added: (0.96] | [added: )] | | $ | [removed: 9.00] [added: 10.01] | | | $ | [removed: 32.88] [added: 9.00] | |

| Diluted [removed: earnings] [added: (loss)/earnings] per share: | | | | | | | | | | | | |

February 25, 2025

| NET (LOSS)/INCOME | | $ | (88 | ) | | $ | 1,064 | | | $ | 1,024 | |

| Depreciation | | | 230 | | | | 242 | | | | 255 | |

| Shares repurchased | | | (3,145 | ) | | | — | | | | (901 | ) | | | — | | | | — | | | | (901 | ) | | | — | | | | (901 | ) |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | (302 | ) | | | (302 | ) | | | — | | | | (302 | ) |

| Additional non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | 3 | |

| Balance as of December 31, 2024 | | | 99,806 | | | $ | 10,989 | | | $ | 109 | | | $ | — | | | $ | (3,158 | ) | | $ | 7,940 | | | $ | 77 | | | $ | 8,017 | |

We also provided direct-to-consumer sales of Medicare coverage through our TRANZACT business until December 31, 2024, the date of the completion of the sale of TRANZACT (see Note 3 – Acquisitions and Divestitures).

In certain instances, the Company advances

Forfeitures are estimated on the date of grant and revised for both actual and expected forfeiture activity.

*Employee Share Purchase Plan* — In the second quarter of 2024, the Company launched an employee share purchase plan (‘ESPP’), which is initially available to colleagues in North America and certain other countries.

The ESPP allows eligible colleagues to defer a portion of their after-tax income during biannual six-month offering periods, at the end of which periods amounts deferred are converted to shares using the Company’s closing share price on the last trading day of the applicable offering period with a 15% discount applied.

ASC 840, *Distinguishing Liabilities from Equity*, requires these deferred amounts to be recognized as liabilities, which we have included in other current liabilities on our accompanying consolidated balance sheet until they are converted to shares on the purchase date.

See Note 19 — Share-based Compensation for more information.

As discussed in Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K, in connection with the sale of TRANZACT, completed on December 31, 2024, the Company recorded a $1.0 billion non-cash goodwill impairment charge on the BDA reporting unit.

The BDA reporting unit goodwill after impairment is approximately $1.2 billion.

The impairment test for the remaining six reporting units resulted in estimated fair values that were significantly in excess of their carrying values.

commissions.

Costs related to divestitures incurred during the period of the divestment

*Not Yet Adopted*

The Company will include the required disclosures within its 2025 Annual Report on Form 10-K.

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures for investors (the ‘SEC Climate Rules’).

The SEC Climate Rules require disclosure of certain climate-related information in registration statements and annual reports on Form 10-K.

For example, the rules require the notes to the financial statements to include disclosure regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds.

Additionally, the SEC Climate Rules also require certain other disclosures outside of the financial statements.

Among other things, these requirements include Scope 1 (direct) and Scope 2 (indirect from purchased energy) greenhouse gas (‘GHG’) emissions, if material, which will be subject to assurance requirements that will be phased in, as well as governance, oversight and risk management disclosures, which include any transition plan adopted to manage material transition risk, and material climate targets and goals.

SEC Climate Rules require these disclosures to be implemented in phases.

Following a number of legal challenges which have been consolidated for review in the U.S. Court of Appeals for the Eighth Circuit, the SEC has voluntarily stayed the SEC Climate Rules pending the completion of judicial review of such consolidated petitions to avoid regulatory uncertainty for companies subject to the SEC Climate Rules while the litigation proceeds.

The Company is monitoring the outcome of the litigation and will provide the required disclosures if and when required.

In November 2024, the FASB issued ASU No. 2024-03, *Disaggregation of Income Statement Expense*, which is intended to provide transparency about the components of expenses included in the income statement.

This ASU requires public companies to disclose additional information about certain expenses in the notes to the financial statements on a quarterly and annual basis, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses.

The ASU requires a new tabular disclosure format that centralizes expense information and additional qualitative disclosure.

The guidance does not change the existing income statement presentation.

The annual requirements for this ASU become effective with the Company's 2027 Form 10-K, and for its interim periods beginning on January 1, 2028.

Early adoption is permitted.

*Adopted*

Although the Company is considered an ‘applicable corporation’ for purposes of the CAMT calculation, there is no tax impact.

New rules included in excise tax proposed regulations issued on April 9, 2024 apply to share repurchases after April 12, 2024.

On October 8, 2021, the Organisation for Economic Co-operation and Development (‘OECD’) announced an international agreement with more than 140 countries to implement a two-pillar solution to address tax challenges arising from the digitalization of the economy.

The agreement introduced rules that would result in the reallocation of certain taxing rights over multinational companies from their home countries to the markets where they have business activities and earn profits, regardless of physical presence (‘Pillar One’) and introduced a global corporate minimum tax of 15% for certain large multinational companies starting in 2024 (‘Pillar Two’).

*Critical Audit Matter Description*

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

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.

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

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.

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.

| | | | | | | | | |

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

| Treasury shares, at cost, 17,519 in 2022 | | | — | | | | (3 | ) |

| Balance as of January 1, 2021 | | | 128,965 | | | $ | 10,748 | | | $ | 2,434 | | | $ | (3 | ) | | $ | (2,359 | ) | | $ | 10,820 | | | $ | 112 | | | $ | 10,932 | |

| Shares repurchased | | | (7,155 | ) | | | — | | | | (1,627 | ) | | | — | | | | — | | | | (1,627 | ) | | | — | | | | (1,627 | ) |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | 173 | | | | 173 | | | | 2 | | | | 175 | |

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

Our estimates,

recorded in other comprehensive income.

the difference is recognized as an impairment loss.

Also, prior to the disposal of Willis Re (see Note 3— Acquisitions and Divestitures) we acted as an agent in reinsurance broking arrangements where our client was the party looking to cede risks to the reinsurance markets.

Losses are recognized in the period in which the loss becomes probable and the amount of the loss is reasonably estimable.

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

Per the terms of the agreement and as part of this termination, Aon agreed to pay WTW $1 billion in connection with such termination, which was received by WTW on July 27, 2021.

The $1 billion income receipt was included within Transaction and transformation, net in the consolidated statement of comprehensive income during the year ended December 31, 2021.

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

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 legislation 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.

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

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

Based on this evaluation, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

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

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 22, 2024,] [added: 25, 2025,] expressed an unqualified opinion on those financial statements.

February 25, 2025

February 22, 2024

[removed: (c) Insider] [added: Rule 10b5-1] Trading Arrangements

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

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

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

| Director or Officer Name | | Director or Officer Title | | Plan Adopted, Modified, or Terminated | | Securities Covered by Plan | | Amount of Securities Eligible for Sale Under the Plan | | Plan Termination Date* |

| Carl Hess | | Chief Executive Officer | | Adopted on February 6, 2025 | | Ordinary Shares | | 10,000 | | July 31, 2025 |

| Alexis Faber | | Chief Operating Officer | | Adopted on February 6, 2025 | | Ordinary Shares underlying vested Restricted Stock Units (‘RSUs’) | | 10% of those vested RSUs† granted by WTW on April 1, 2022, 2023, and 2024 | | December 31, 2025 |

* Subject to early termination for certain specified events set forth in the plan.

† Excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards.

(a) None.

(b) None.

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 Registrant’ and information required by Item 406 [added: and Item 408(b)] of Regulation S-K is below.

The Company has adopted insider trading policies and procedures that govern the purchase, sale, and/or other dispositions of our securities (and related derivative securities) by directors, officers and employees and other covered persons and to the Company itself, which we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

Copies of the Company’s policies and guidelines are filed as Exhibits 19.1, 19.2, and 19.3 to this Annual Report on Form 10-K.

[removed: PART IV.][added: PART IV.]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

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

| [removed: 4.7] [added: 4.9] | | [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](https://www.sec.gov/Archives/edgar/data/1140536/000119312517172295/d384531dex41.htm) | | 8-K | | 4.1 | | May 16, 2017 | | |

| [removed: 4.8] [added: 4.10] | | [First Supplemental Indenture, dated as of May 16, 2017, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312517172295/d384531dex42.htm) | | 8-K | | 4.2 | | May 16, 2017 | | |

| [removed: 4.9] [added: 4.11] | | [Second Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312517259394/d442942dex44.htm) | | 8-K | | 4.4 | | August 16, 2017 | | |

| [removed: 4.10] [added: 4.12] | | [Third Supplemental Indenture, dated as of September 10, 2018, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312518270074/d620014dex41.htm) | | 8-K | | 4.1 | | September 10, 2018 | | |

| [removed: 4.11] [added: 4.13] | | [Fourth Supplemental Indenture, dated as of September 10, 2019, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312519242058/d773448dex41.htm) | | 8-K | | 4.1 | | September 10, 2019 | | |

| [removed: 4.12] [added: 4.14] | | [Fifth Supplemental Indenture, dated as of May 19, 2022, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312522155083/d307569dex41.htm) | | 8-K | | 4.1 | | May 19, 2022 | | |

| [removed: 4.13] [added: 4.18] | | [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](https://www.sec.gov/Archives/edgar/data/1140536/000119312520155900/d937873dex41.htm) | | 8-K | | 4.1 | | May 29, 2020 | | |

| [removed: 4.14] [added: 4.19] | | [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 [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1076532/000119312522058006/d252728dex46.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1076532/000119312522058006/d252728dex46.htm)] | | S-3 | | 4.6 | | February 28, 2022 | | |

| 10.17† | | [removed: [Form] [added: F[orm] 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: 10.18†] [added: 10.46†] | | [Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors [removed: (as amended May 2022)](https://www.sec.gov/Archives/edgar/data/1140536/000095017022013342/wtw-ex10_1.htm)] [added: (dated January 1, 2025)](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_46.htm)] | | [removed: 10-Q] | | [removed: 10.1] | | [removed: July 28, 2022] | | [added: X] |

| [removed: 10.19†] [added: 10.18†] | | [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: 10.20†] [added: 10.19†] | | [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: 10.21†] [added: 10.20†] | | [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: 10.22†] [added: 10.21†] | | [removed: [Contract of Employment,] [added: [Employment Agreement,] dated [added: as of] May [removed: 11, 2009,] [added: 15, 2024,] by and between Willis [added: Group Services] Limited [added: Company] and [removed: Adam Garrard](https://www.sec.gov/Archives/edgar/data/1140536/000095017023004303/wtw-ex10_21.htm)] [added: Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_21.htm)] | | [removed: 10-K] | | [removed: 10.21] | | [removed: February 24, 2023] | | [added: X] |

| [removed: 10.23†] [added: 10.25†] | | [Form of Retention Agreement](https://www.sec.gov/Archives/edgar/data/1140536/000119312521030287/d109756dex101.htm) | | 8-K | | 10.1 | | February 5, 2021 | | |

| [removed: 10.24†] [added: 10.26†] | | [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: 10.25†] [added: 10.27†] | | [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: 10.26†] [added: 10.28†] | | [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: 10.27†] [added: 10.29†] | | [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: 10.28†] [added: 10.30†] | | [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: 10.29†] [added: 10.31†] | | [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: 10.30†] [added: 10.32†] | | [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: 10.31†] [added: 10.34†] | | [Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees, as amended and restated, effective January 1, 2024](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex10_31.htm) | | [added: 10-K] | | [added: 10.31] | | [added: February 22, 2024] | | [removed: X] |

| [removed: 10.32†] [added: 10.36†] | | [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: 10.33†] [added: 10.37†] | | [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: 10.34†] [added: 10.38†] | | [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: 10.35†] [added: 10.39†] | | [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 | | |

| [removed: 10.36†] [added: 10.40†] | | [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 | | |

| [removed: 10.37†] [added: 10.41†] | | [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 | | |

| [removed: 10.38†] [added: 10.44†] | | [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](https://www.sec.gov/Archives/edgar/data/1140536/000119312522058337/d452103dex103.htm) | | 8-K | | 10.3 | | February 28, 2022 | | |

| [removed: 10.39†] [added: 10.45†] | | [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](https://www.sec.gov/Archives/edgar/data/1140536/000119312522058337/d452103dex104.htm) | | 8-K | | 10.4 | | February 28, 2022 | | |

| [removed: 10.40†] [added: 97.1†] | | [Willis Towers Watson Public Limited Company Compensation [removed: Policy and Share Ownership Guidelines for Non-Employee Directors (as] [added: Recoupment Policy, as] amended [removed: May 2022)](https://www.sec.gov/Archives/edgar/data/1140536/000095017022013342/wtw-ex10_1.htm)] [added: 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-Q] [added: 10-K] | | [removed: 10.1] [added: 97.1] | | [removed: July 28, 2022] [added: February 22, 2024] | | |

| 21.1 | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex21_1.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex21_1.htm)] | | | | | | | | X |

| 22.1 | | [List of Issuers and Guarantor [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1140536/000095017023055453/wtw-ex22_1.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex22_1.htm)] | | [removed: 10-Q] | | [removed: 22.1] | | [removed: October 26, 2023] | | [added: X] |

| 23.1 | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex23_1.htm)] | | | | | | | | X |

| 3.2 | | [Certificate of Incorporation of Willis Group Holdings Public Limited Company](https://www.sec.gov/Archives/edgar/data/1140536/000095012310000028/h69179exv3w2.htm) | | 8-K | | 3.2 | | January 4, 2010 | | |

| 4.6 | | [Fourth Supplemental Indenture, dated as of May 16, 2016, supplemental to the Indenture dated as of August 15, 2013](https://www.sec.gov/Archives/edgar/data/1140536/000119312516603834/d198510dex41.htm) | | 8-K | | 4.1 | | May 26, 2016 | | |

| 4.8 | | [Sixth Supplemental Indenture, dated as of December 16, 2024, supplemental to the Indenture dated as of August 15, 2013](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex4_8.htm) | | | | | | | | X |

| 4.15 | | [Sixth Supplemental Indenture, dated as of May 17, 2023, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312523147140/d240713dex41.htm) | | 8-K | | 4.1 | | May 17, 2023 | | |

| 4.16 | | [Seventh Supplemental Indenture, dated as of March 5, 2024, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312524059380/d790296dex41.htm) | | 8-K | | 4.1 | | March 5, 2024 | | |

| 4.17 | | [Eighth Supplemental Indenture, dated as of December 16, 2024, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex4_17.htm) | | | | | | | | X |

| 10.22† | | [Time-Based Restricted Share Unit Award Agreement No. 1 (Sign On Award), dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_22.htm) | | | | | | | | X |

| 10.23† | | [Time-Based Restricted Share Unit Award Agreement No. 2, dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_23.htm) | | | | | | | | X |

| 10.24† | | [Fully Vested Restricted Share Unit Award Agreement, dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_24.htm) | | | | | | | | X |

| 10.33† | | [Amendment 2024-3 to 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/1140536/000095017025026278/wtw-ex10_33.htm) | | | | | | | | X |

| 10.35† | | [Amendment 2024-1 to Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (as amended and restated effective January 1, 2024)](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_35.htm) | | | | | | | | X |

| 10.42† | | [Form of 2024 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/1140536/000095017024048159/wtw-ex10_1.htm) | | 10-Q | | 10.1 | | April 25, 2024 | | |

| 10.43† | | [Form of 2024 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/1140536/000095017024048159/wtw-ex10_2.htm) | | 10-Q | | 10.2 | | April 25, 2024 | | |

| 10.47† | | [The Willis Towers Watson Public Limited Company Amended and Restated 2010 Employee Share Purchase Plan (as last amended and restated as of February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1140536/000095017024048159/wtw-ex10_3.htm) | | 10-Q | | 10.3 | | April 25, 2024 | | |

| 19.1 | | [Willis Towers Watson Global Insider Trading Policy (as amended February 2024)](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex19_1.htm) | | | | | | | | X |

| 19.2 | | [Willis Towers Watson plc Guidelines on Rule 10b5-1 Trading Plans in effect from April 2023](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex19_2.htm) | | | | | | | | X |

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

| | | | | Incorporated by Reference | | | | | | |

| Exhibit Number | | Description of Exhibit | | Schedule/ Form | | Exhibit | | Filing Date | | Filed Herewith |

| 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 | | |

Date: February [removed: 22, 2024][added: 25, 2025]