Item 1. FINANCIAL STATEMENTS (UNAUDITED)

WILLIS TOWE****RS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statem****ents of Comprehensive Income

(In millions of U.S. dollars, except per share data)

(Unaudited)

		Three Months Ended March 31,
		2023				2022
Revenue		$	2,244			$	2,160
Costs of providing services
Salaries and benefits			1,313				1,318
Other operating expenses			453				486
Depreciation			60				66
Amortization			71				85
Restructuring costs			3				6
Transaction and transformation			59				20
Total costs of providing services			1,959				1,981
Income from operations			285				179
Interest expense			(54	)			(49	)
Other income, net			25				27
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			256				157
Provision for income taxes			(50	)			(43	)
INCOME FROM CONTINUING OPERATIONS			206				114
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX			—				11
NET INCOME			206				125
Income attributable to non-controlling interests			(3	)			(3	)
NET INCOME ATTRIBUTABLE TO WTW		$	203			$	122
EARNINGS PER SHARE
Basic earnings per share:
Income from continuing operations per share		$	1.89			$	0.94
Income from discontinued operations per share			—				0.09
Basic earnings per share		$	1.89			$	1.03
Diluted earnings per share:
Income from continuing operations per share		$	1.88			$	0.94
Income from discontinued operations per share			—				0.09
Diluted earnings per share		$	1.88			$	1.03
Comprehensive income before non-controlling interests		$	259			$	69
Comprehensive income attributable to non-controlling interests			(3	)			(3	)
Comprehensive income attributable to WTW		$	256			$	66

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolida****ted Balance Sheets

(In millions of U.S. dollars, except share data)

(Unaudited)

		March 31, 2023				December 31, 2022
ASSETS
Cash and cash equivalents		$	1,135			$	1,262
Fiduciary assets			12,213				11,772
Accounts receivable, net			2,261				2,387
Prepaid and other current assets			337				414
Total current assets			15,946				15,835
Fixed assets, net			723				718
Goodwill			10,193				10,173
Other intangible assets, net			2,212				2,273
Right-of-use assets			577				586
Pension benefits assets			863				827
Other non-current assets			1,392				1,357
Total non-current assets			15,960				15,934
TOTAL ASSETS		$	31,906			$	31,769
LIABILITIES AND EQUITY
Fiduciary liabilities		$	12,213			$	11,772
Deferred revenue and accrued expenses			1,485				1,915
Current debt			250				250
Current lease liabilities			127				126
Other current liabilities			814				716
Total current liabilities			14,889				14,779
Long-term debt			4,472				4,471
Liability for pension benefits			457				480
Deferred tax liabilities			736				748
Provision for liabilities			366				357
Long-term lease liabilities			610				620
Other non-current liabilities			200				221
Total non-current liabilities			6,841				6,897
TOTAL LIABILITIES			21,730				21,676
COMMITMENTS AND CONTINGENCIES
EQUITY (i)
Additional paid-in capital			10,890				10,876
Retained earnings			1,774				1,764
Accumulated other comprehensive loss, net of tax			(2,568	)			(2,621	)
Treasury shares, at cost, 17,519 shares in 2022			—				(3	)
Total WTW shareholders’ equity			10,096				10,016
Non-controlling interests			80				77
Total equity			10,176				10,093
TOTAL LIABILITIES AND EQUITY		$	31,906			$	31,769

(i)

Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 106,382,693 (2023) and 106,756,364 (2022); Outstanding 106,382,693 (2023) and 106,756,364 (2022) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2023 and 2022.

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated S****tatements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)

		Three Months Ended March 31,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME		$	206			$	125
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation			60				66
Amortization			71				85
Impairment			—				81
Non-cash restructuring charges			2				—
Non-cash lease expense			27				33
Net periodic benefit of defined benefit pension plans			(8	)			(40	)
Provision for doubtful receivables from clients			7				5
Benefit from deferred income taxes			(15	)			(17	)
Share-based compensation			26				22
Net loss on disposal of operations			—				56
Non-cash foreign exchange loss/(gain)			11				(5	)
Other, net			10				(5	)
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable			129				82
Other assets			11				(22	)
Other liabilities			(411	)			(458	)
Provisions			8				13
Net cash from operating activities			134				21
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use			(42	)			(31	)
Capitalized software costs			(19	)			(15	)
Acquisitions of operations, net of cash acquired			(4	)			(68	)
Cash and fiduciary funds transferred in sale of operations			—				(12	)
Sale of investments			4				200
Net cash (used in)/from investing activities			(61	)			74
CASH FLOWS USED IN FINANCING ACTIVITIES
Repayments of debt			(1	)			(1	)
Repurchase of shares			(104	)			(2,250	)
Proceeds from issuance of shares			—				1
Net payments from fiduciary funds held for clients			(250	)			(211	)
Payments of deferred and contingent consideration related to acquisitions			(6	)			(20	)
Cash paid for employee taxes on withholding shares			(5	)			(1	)
Dividends paid			(87	)			(98	)
Net cash used in financing activities			(453	)			(2,580	)
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)			(380	)			(2,485	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			21				(34	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)			4,721				7,691
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)		$	4,362			$	5,172

(i)

The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information.

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Stat****ements of Changes in Equity

(In millions of U.S. dollars and number of shares in thousands)

(Unaudited)

		Shares outstanding				Additional paid-in capital				Retained earnings				Treasury shares				AOCL (i)				Total WTW shareholders’ equity				Non-controlling interests				Total equity
Balance as of December 31, 2021			122,056			$	10,804			$	4,645			$	(3	)		$	(2,186	)		$	13,260			$	48			$	13,308
Shares repurchased			(9,860	)			—				(2,250	)			—				—				(2,250	)			—				(2,250	)
Net income			—				—				122				—				—				122				3				125
Dividends declared ($0.82 per share)			—				—				(94	)			—				—				(94	)			—				(94	)
Dividends attributable to non-controlling interests			—				—				—				—				—				—				(1	)			(1	)
Other comprehensive loss			—				—				—				—				(56	)			(56	)			—				(56	)
Issuance of shares under employee stock compensation plans			17				1				—				—				—				1				—				1
Share-based compensation and net settlements			—				20				—				—				—				20				—				20
Additional non-controlling interests (ii)			—				—				—				—				—				—				21				21
Foreign currency translation			—				1				—				—				—				1				—				1
Balance as of March 31, 2022			112,213			$	10,826			$	2,423			$	(3	)		$	(2,242	)		$	11,004			$	71			$	11,075
Balance as of December 31, 2022			106,756			$	10,876			$	1,764			$	(3	)		$	(2,621	)		$	10,016			$	77			$	10,093
Shares repurchased			(432	)			(3	)			(104	)			3				—				(104	)			—				(104	)
Net income			—				—				203				—				—				203				3				206
Dividends declared ($0.84 per share)			—				—				(89	)			—				—				(89	)			—				(89	)
Other comprehensive income			—				—				—				—				53				53				—				53
Issuance of shares under employee stock compensation plans			59				—				—				—				—				—				—				—
Share-based compensation and net settlements			—				18				—				—				—				18				—				18
Foreign currency translation			—				(1	)			—				—				—				(1	)			—				(1	)
Balance as of March 31, 2023			106,383			$	10,890			$	1,774			$	—			$	(2,568	)		$	10,096			$	80			$	10,176

(i)

Accumulated other comprehensive loss, net of tax (‘AOCL’).

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Notes to the Condensed Consol****idated Financial Statements

(Tabular amounts in millions of U.S. dollars, except per share data)

(Unaudited)

Note 1 — Nature of Operations

Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. The Company has more than 46,000 colleagues serving more than 140 countries and markets.

We design and deliver solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals.

Our risk management services include strategic risk consulting (including providing actuarial analysis), a variety of due diligence services, the provision of practical on-site risk control services (such as health and safety and property loss control consulting), and analytical and advisory services (such as hazard modeling). We also assist our clients with planning for addressing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans.

We help our clients enhance business performance by delivering consulting services, technology and solutions that optimize benefits and cultivate talent. Our services and solutions encompass such areas as employee benefits, work and rewards, employee experience and benefits outsourcing. In addition, we provide investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals and expand the power of capital.

As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising on their risk management requirements, helping them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network.

We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. We also provide direct-to-consumer sales of Medicare coverage.

We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success.

Note 2 — Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2023, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.

Recent Accounting Pronouncements

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

Other Legislation

Inflation Reduction Act

The Inflation Reduction Act of 2022 (the ‘IRA’) was enacted into law on August 16, 2022 and certain portions of the IRA became effective January 1, 2023. The IRA introduced, among other provisions, a share repurchase excise tax and a new Corporate Alternative Minimum Tax (‘CAMT’) which imposes a 15% tax on the adjusted financial statement income of ‘applicable corporations’. The Company does not expect the excise tax or CAMT to have a significant impact on its condensed consolidated financial statements.

Pillar Two

On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two, which introduces a global corporate minimum tax of 15% for certain large multinational companies beginning in 2023. For the rules to take effect, E.U. member states are required to enact domestic legislation by the end of 2023 to be effective January 1, 2024. The Company is currently evaluating the impact Pillar Two will have on its condensed consolidated financial statements.

Note 3 — Acquisitions and Divestitures

Divestitures

Divestment of Russian Business

During the first quarter of 2022, WTW announced its intention to transfer ownership of its Russian subsidiaries to local management who will operate independently in the Russian market. Due to the sanctions and prohibitions on certain types of business and activities, WTW deconsolidated its Russian entities on March 14, 2022. The transfer of its Russian subsidiaries to local management was completed on the agreed-upon terms on July 18, 2022, and the transfer was registered in Russia on July 25, 2022. The deconsolidation in the first quarter of 2022 resulted in a loss of $57 million, which includes an allocation of Risk & Broking goodwill, and was recognized as a loss on disposal of a business within Other income, net on our condensed consolidated statements of comprehensive income. Further, certain Russian insurance contracts were placed historically by our U.K. brokers into the London market, the majority of which were under multi-year terms resulting in both current and non-current accounts receivables. Total net assets impaired, including accounts receivable balances related to our Russian business that are held outside of our Russian entities, were $81 million recorded during the three months ended March 31, 2022 in Other operating expenses on our condensed consolidated statements of comprehensive income.

Willis Re Divestiture

On August 13, 2021, the Company entered into a definitive agreement to sell its treaty-reinsurance business (‘Willis Re’) to Arthur J. Gallagher & Co. (‘Gallagher’), a leading global provider of insurance, risk management and consulting services, for total upfront cash consideration of $3.25 billion plus an earnout payable in 2025 of up to $750 million in cash, subject to certain adjustments. The deal was subject to required regulatory approvals and clearances, as well as other customary closing conditions, and was completed on December 1, 2021 (‘Principal Closing’). Although the majority of the Willis Re businesses transferred to Gallagher at Principal Closing, the assets and liabilities of certain Willis Re businesses were not transferred to Gallagher at the time due to local territory restrictions (‘Deferred Closing’). The Deferred Closing for all but one business was completed during the second quarter of 2022, and all net earnings of the Deferred Closing businesses accumulated between the Principal Closing and Deferred Closing remained payable to Gallagher at June 30, 2022 and September 30, 2022. The Company recognized a preliminary pre-tax gain of $2.3 billion upon completion of the sale in 2021, and during the second quarter of 2022, WTW recognized a $60 million reduction to the pre-tax gain related to an updated estimate of the working capital transferred upon disposal. The Company recognized the final allocation of the proceeds and related tax expense, as well as an adjustment of certain indemnities for the three months ended September 30, 2022. These amounts as well as the amounts payable with respect to the settled Deferred Closing businesses were remitted to Gallagher in October 2022. The remaining Deferred Closing business transferred during the fourth quarter of 2022, and all businesses have now been transferred to Gallagher. The gain is subject to tax in certain jurisdictions, mainly in the U.S., and is predominantly tax-exempt in the U.K.

In connection with the transaction, the Company reclassified the results of its Willis Re operations as discontinued operations on its condensed consolidated statements of comprehensive income and reclassified Willis Re assets and liabilities as held for sale on its condensed consolidated balance sheets. The condensed consolidated cash flow statements were not adjusted for the divestiture. Willis Re was previously included in the Company's former Investment, Risk and Reinsurance segment. As noted above, the results of the Deferred Closing businesses following the Principal Closing until their respective Deferred Closing dates have been included in income from discontinued operations on the condensed consolidated statements of comprehensive income during 2022.

The Company will account for the earnout as a gain contingency and therefore did not record any receivables upon close. Rather, the earnout will be recognized in the Company’s condensed consolidated financial statements, if it is received, in 2025.

A number of services are continuing under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW is providing Gallagher support including real estate leases, information technology, payroll, human resources and accounting. These services are expected to be provided for a period not to exceed two years from the Principal Closing. Fees earned under the TSA were $9 million and $12 million during the three months ended March 31, 2023 and 2022, respectively, and have been recognized as a reduction to the costs incurred to service the TSA and are included in continuing operations within Other operating expenses on the condensed consolidated statements of comprehensive income. Costs incurred to service the TSA are expected to be reduced as part of the Company’s Transformation program (see Note 6 — Restructuring Costs for a description of the program) as quickly as possible when the services are no longer required by Gallagher.

The following selected financial information relates to the operations of Willis Re for the period presented:

		Three Months Ended March 31, 2022
Revenue from discontinued operations		$	28
Costs of providing services
Salaries and benefits			6
Other operating expenses			—
Total costs of providing services			6
Other income, net			—
Income from discontinued operations before income taxes			22
Adjustment to gain on disposal of Willis Re			(2	)
Provision for income taxes			(3	)
Net income payable to Gallagher on Deferred Closing			(6	)
Income from discontinued operations, net of tax		$	11

The expense amounts reflected above represent only the direct costs attributable to the Willis Re business and exclude allocations of corporate costs that will be retained following the sale. Neither the discontinued operations presented above, nor the unallocated corporate costs, reflect the impact of any cost reimbursement that will be received under the TSA.

Certain amounts included in the condensed consolidated balance sheets did not transfer under the terms of the sale agreement, and instead will be settled by the Company. At March 31, 2023 and December 31, 2022, the amounts of significant assets and liabilities related to the Willis Re businesses which were not transferred in the sale are $3.8 billion and $3.2 billion of fiduciary assets and liabilities, $31 million and $29 million of accounts receivable and $78 million and $73 million of other current liabilities, respectively. These amounts will be settled over time.

Note 4 — Revenue

Disaggregation of Revenue

The Company reports revenue by segment in Note 5 — Segment Information. The following table presents revenue by service offering and segment, as well as reconciliations to total revenue for the three months ended March 31, 2023 and 2022. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

		Three Months Ended March 31,
		HWC								R&B								Corporate (i)								Total
		2023				2022				2023				2022				2023				2022				2023				2022
Broking		$	289			$	271			$	691			$	696			$	5			$	4			$	985			$	971
Consulting			661				653				98				104				4				2				763				759
Outsourced administration			262				250				29				27				—				—				291				277
Other			69				64				67				61				—				—				136				125
Total revenue by service offering			1,281				1,238				885				888				9				6				2,175				2,132
Reimbursable expenses and other (i)			15				13				3				3				10				2				28				18
Total revenue from customer contracts		$	1,296			$	1,251			$	888			$	891			$	19			$	8			$	2,203			$	2,150
Interest and other income			6				6				19				3				16				1				41				10
Total revenue		$	1,302			$	1,257			$	907			$	894			$	35			$	9			$	2,244			$	2,160

(i)

Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations, adjustments to reserves and impacts from hedged revenue transactions.

Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above table because it does not arise directly from contracts with customers. The significant components of interest and other income are as follows:

		Three Months Ended March 31,
		HWC								R&B								Corporate								Total
		2023				2022				2023				2022				2023				2022				2023				2022
Book-of-business settlements		$	—			$	3			$	7			$	—			$	—			$	—			$	7			$	3
Interest income			5				1				12				3				15				—				32				4
Other income			1				2				—				—				1				1				2				3
Total interest and other income		$	6			$	6			$	19			$	3			$	16			$	1			$	41			$	10

The following table presents revenue from service offerings by the geography where our work was performed for the three months ended March 31, 2023 and 2022. The reconciliation to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue is shown in the table above.

		Three Months Ended March 31,
		HWC								R&B								Corporate								Total
		2023				2022				2023				2022				2023				2022				2023				2022
North America		$	823			$	779			$	291			$	277			$	1			$	2			$	1,115			$	1,058
Europe			346				353				471				480				7				4				824				837
International			112				106				123				131				1				—				236				237
Total revenue by geography		$	1,281			$	1,238			$	885			$	888			$	9			$	6			$	2,175			$	2,132

Contract Balances

The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at March 31, 2023 and December 31, 2022:

		March 31, 2023				December 31, 2022
Billed receivables, net of allowance for doubtful accounts of $44 million and $46 million		$	1,412			$	1,464
Unbilled receivables			494				457
Current contract assets			355				466
Accounts receivable, net		$	2,261			$	2,387
Non-current accounts receivable, net		$	7			$	9
Non-current contract assets		$	787			$	745
Deferred revenue		$	684			$	646

During the three months ended March 31, 2023, revenue of approximately $327 million was recognized that was reflected as deferred revenue at December 31, 2022.

During the three months ended March 31, 2023, the Company recognized revenue of approximately $4 million related to performance obligations satisfied in a prior period.

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied as of March 31, 2023 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration.

In addition, in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply:

Performance obligations which are part of a contract that has an original expected duration of less than one year, and

Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’).

		Remainder of 2023				2024				2025 onward				Total
Revenue expected to be recognized on contracts as of March 31, 2023		$	589			$	514			$	625			$	1,728

Since most of the Company’s contracts are cancellable with less than one year’s notice and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of March 31, 2023 have been excluded from the table above.

Note 5 — Segment Information

WTW has two reportable operating segments or business areas:

Health, Wealth & Career (‘HWC’); and

Risk & Broking (‘R&B’).

WTW’s chief operating decision maker is its chief executive officer. We determined that the operational data used by the chief operating decision maker is at the segment level. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions and the methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-tax basis.

The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities.

The following table presents segment revenue and segment operating income for our reportable segments for the three months ended March 31, 2023 and 2022.

		Three Months Ended March 31,
		HWC								R&B								Total
		2023				2022				2023				2022				2023				2022
Segment revenue		$	1,287			$	1,244			$	904			$	891			$	2,191			$	2,135
Segment operating income		$	309			$	257			$	180			$	192			$	489			$	449

The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statements of comprehensive income amounts reported for the three months ended March 31, 2023 and 2022.

		Three Months Ended March 31,
		2023				2022
Revenue:
Total segment revenue		$	2,191			$	2,135
Reimbursable expenses and other			53				25
Revenue		$	2,244			$	2,160
Total segment operating income		$	489			$	449
Impairment (i)			—				(81	)
Amortization			(71	)			(85	)
Restructuring costs (ii)			(3	)			(6	)
Transaction and transformation (iii)			(59	)			(20	)
Unallocated, net (iv)			(71	)			(78	)
Income from operations			285				179
Interest expense			(54	)			(49	)
Other income, net			25				27
Income from continuing operations before income taxes		$	256			$	157

(i)

Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information).

(ii)

See Note 6 — Restructuring Costs for the composition of costs for 2023 and 2022.

(iii)

In 2023 and 2022, in addition to legal fees and other transaction costs, includes primarily consulting fees related to the Transformation program (see Note 6 — Restructuring Costs).

(iv)

Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.

The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment.

Note 6 — Restructuring Costs

In the fourth quarter of 2021, the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working. During the third quarter of 2022, we revised the expected costs and savings under the program and we now expect the program to generate annual cost savings in excess of $360 million by the end of 2024. The program is expected to incur cumulative costs of approximately $630 million and capital expenditures of approximately $270 million, for a total investment of $900 million. The main categories of charges will be in the following four areas:

Real estate rationalization — includes costs to align the real estate footprint to the new ways of working (hybrid work) and includes breakage fees and the impairment of right-of-use (‘ROU’) assets and other related leasehold assets.

Technology modernization — these charges are incurred in moving to common platforms and technologies, including migrating certain platforms and applications to the cloud. This category will include the impairment of technology assets that are duplicative or no longer revenue-producing, as well as costs for technology investments that do not qualify for capitalization.

Process optimization — these costs will be incurred in the right-shoring strategy and automation of our operations, which will include optimizing resource deployment and appropriate colleague alignment. These costs will include process and organizational design costs, severance and separation-related costs and temporary retention costs.

Other — other costs not included above including fees for professional services, other contract terminations not related to the above categories and supplier migration costs.

Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. Other costs incurred under the Transformation program are included in transaction and transformation and were $45 million and $5 million for the three months ended March 31, 2023 and 2022, respectively. An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to March 31, 2023, is as follows:

		HWC				R&B				Corporate				Total
2021
Real estate rationalization		$	—			$	—			$	19			$	19
Technology modernization			—				5				—				5
Process optimization			—				—				—				—
Other			—				—				2				2
2022
Real estate rationalization			—				—				79				79
Technology modernization			—				3				16				19
Process optimization			1				—				—				1
Other			—				—				—				—
2023
Real estate rationalization			—				—				3				3
Technology modernization			—				—				—				—
Process optimization			—				—				—				—
Other			—				—				—				—
Total
Real estate rationalization			—				—				101				101
Technology modernization			—				8				16				24
Process optimization			1				—				—				1
Other			—				—				2				2
Total		$	1			$	8			$	119			$	128

A rollforward of the liability associated with cash-based charges related to restructuring costs associated with the Transformation program is as follows:

		Real estate rationalization				Technology modernization				Process optimization				Other				Total
Balance at October 1, 2021		$	—			$	—			$	—			$	—			$	—
Charges incurred			—				—				—				2				2
Cash payments			—				—				—				(1	)			(1	)
Balance at December 31, 2021			—				—				—				1				1
Charges incurred			27				—				1				—				28
Cash payments			(21	)			—				(1	)			(1	)			(23	)
Balance at December 31, 2022			6				—				—				—				6
Charges incurred			1				—				—				—				1
Cash payments			(5	)			—				—				—				(5	)
Balance at March 31, 2023		$	2			$	—			$	—			$	—			$	2

Note 7 — Income Taxes

Provision for income taxes for the three months ended March 31, 2023 was $50 million compared to $43 million for the three months ended March 31, 2022. The effective tax rate was 19.5% for the three months ended March 31, 2023 and 27.5% for the three months ended March 31, 2022. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior-year quarter’s effective tax rate was higher due to the tax effect of the divestment of our Russian business.

The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. Historically, the Company has not provided taxes on cumulative earnings of its subsidiaries that have been reinvested indefinitely. As a result of its plans to restructure or distribute accumulated earnings of certain foreign operations, the Company has recorded an estimate of non-U.S. withholding and state income taxes. However, the Company asserts that the historical cumulative earnings of its other subsidiaries are reinvested indefinitely and therefore does not provide deferred tax liabilities on these amounts.

The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740, Income Taxes of $39 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $2 million to $3 million, excluding interest and penalties.

Note 8 — Goodwill and Other Intangible Assets

The components of goodwill are outlined below for the three months ended March 31, 2023.

		HWC				R&B				Total
Balance at December 31, 2022:
Goodwill, gross		$	7,870			$	2,795			$	10,665
Accumulated impairment losses			(130	)			(362	)			(492	)
Goodwill, net - December 31, 2022			7,740				2,433				10,173
Foreign exchange			8				12				20
Balance at March 31, 2023:
Goodwill, gross			7,878				2,807				10,685
Accumulated impairment losses			(130	)			(362	)			(492	)
Goodwill, net - March 31, 2023		$	7,748			$	2,445			$	10,193

Other Intangible Assets

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the three months ended March 31, 2023:

		Client relationships				Software				Trademark and trade name				Other				Total
Balance at December 31, 2022:
Intangible assets, gross		$	3,760			$	725			$	1,038			$	98			$	5,621
Accumulated amortization			(2,282	)			(712	)			(298	)			(56	)			(3,348	)
Intangible assets, net - December 31, 2022			1,478				13				740				42				2,273
Intangible assets acquired			4				—				—				—				4
Amortization			(54	)			(4	)			(11	)			(2	)			(71	)
Foreign exchange			6				—				—				—				6
Balance at March 31, 2023:
Intangible assets, gross			3,781				730				1,038				100				5,649
Accumulated amortization			(2,347	)			(721	)			(309	)			(60	)			(3,437	)
Intangible assets, net - March 31, 2023		$	1,434			$	9			$	729			$	40			$	2,212

The weighted-average remaining life of amortizable intangible assets at March 31, 2023 was 12.2 years.

The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2023 and for subsequent years:

		Amortization
Remainder of 2023		$	194
2024			231
2025			211
2026			202
2027			198
Thereafter			1,176
Total		$	2,212

Note 9 — Derivative Financial Instruments

We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing this risk as summarized below. Additional information regarding our derivative financial instruments can be found in Note 11 — Fair Value Measurements and Note 17 — Accumulated Other Comprehensive Loss.

Foreign Currency Risk

Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue and/or expenses will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and the entity with such operations may also hold significant foreign currency asset or liability positions in the condensed consolidated balance sheets. To reduce such variability, we use foreign exchange contracts to hedge against this currency risk.

These derivatives were designated as hedging instruments and at March 31, 2023 and December 31, 2022 had total notional amounts of $123 million and $134 million, respectively, and had net fair value liabilities of less than $1 million and $3 million, respectively.

At March 31, 2023, the Company estimates, based on current exchange rates, there will be $1 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At March 31, 2023, our longest outstanding maturity was 1.7 years.

The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the three months ended March 31, 2023 and 2022.

Three Months Ended March 31,		Gain/(loss) recognized in OCI (effective element)
		2023				2022
Forward exchange contracts		$	1			$	(1	)

Location of (loss)/gain reclassified from Accumulated OCL into income (effective element)		(Loss)/gain reclassified from Accumulated OCL into income (effective element)
		2023				2022
Revenue		$	—			$	—
Salaries and benefits			(1	)			2
		$	(1	)		$	2

The Company engages in intercompany borrowing and lending between subsidiaries, primarily through its in-house banking operations which give rise to foreign exchange exposures. The Company mitigates these risks through the use of short-term foreign currency forward and swap transactions that offset the underlying exposure created when the borrower and lender have different functional currencies. These derivatives are not generally designated as hedging instruments, and at March 31, 2023 and December 31, 2022, we had notional amounts of $1.2 billion and $1.7 billion, respectively. At March 31, 2023 and December 31, 2022, we had net fair value assets of $7 million and $24 million, respectively. Such derivatives typically mature within three months.

The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 are as follows (see Note 16 — Other Income, Net for the net foreign currency impact on the Company’s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures):

				Gain(loss) recognized in income
				Three Months Ended March 31,
Derivatives not designated as hedging instruments:		Location of gain/(loss) recognized in income		2023				2022
Forward exchange contracts		Other income, net		$	8			$	(6	)

Note 10 — Debt

Current debt consists of the following:

		March 31, 2023				December 31, 2022
4.625% senior notes due 2023		$	250			$	250
		$	250			$	250

Long-term debt consists of the following:

		March 31, 2023				December 31, 2022
Revolving $1.5 billion credit facility		$	—			$	—
3.600% senior notes due 2024			649				649
4.400% senior notes due 2026			547				547
4.650% senior notes due 2027			744				744
4.500% senior notes due 2028			597				597
2.950% senior notes due 2029			726				726
6.125% senior notes due 2043			272				271
5.050% senior notes due 2048			395				395
3.875% senior notes due 2049			542				542
		$	4,472			$	4,471

At March 31, 2023 and December 31, 2022, we were in compliance with all financial covenants.

Note 11 — Fair Value Measurements

The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows:

Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets;

Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and

Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data.

The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:

Available-for-sale securities are classified as Level 1 because we use quoted market prices in active markets in determining the fair value of these securities.

Market values for our derivative instruments have been used to determine the fair values of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy.

Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation and discounting the probability-weighted payout. Typically, milestones are based on revenue or earnings growth for the acquired business.

The following tables present our assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022:

				Fair Value Measurements on a Recurring Basis at March 31, 2023
		Balance Sheet Location		Level 1				Level 2				Level 3				Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds		Prepaid and other current assets and other non-current assets		$	8			$	—			$	—			$	8
		Fiduciary assets			163				—				—				163
Derivatives:
Derivative financial instruments (i)		Prepaid and other current assets and other non-current assets		$	—			$	9			$	—			$	9
Liabilities:
Contingent consideration:
Contingent consideration (ii) (iii)		Other current liabilities and other non-current liabilities		$	—			$	—			$	44			$	44
Derivatives:
Derivative financial instruments (i)		Other current liabilities and other non-current liabilities		$	—			$	2			$	—			$	2

				Fair Value Measurements on a Recurring Basis at December 31, 2022
		Balance Sheet Location		Level 1				Level 2				Level 3				Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds		Prepaid and other current assets and other non-current assets		$	7			$	—			$	—			$	7
		Fiduciary assets			142				—				—				142
Derivatives:
Derivative financial instruments (i)		Prepaid and other current assets and other non-current assets		$	—			$	26			$	—			$	26
Liabilities:
Contingent consideration:
Contingent consideration (ii) (iii)		Other current liabilities and other non-current liabilities		$	—			$	—			$	40			$	40
Derivatives:
Derivative financial instruments (i)		Other current liabilities and other non-current liabilities		$	—			$	5			$	—			$	5

(i)

See Note 9 — Derivative Financial Instruments for further information on our derivative investments.

(ii)

Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 10.04% and 10.26% at March 31, 2023 and December 31, 2022, respectively. The range of these discount rates was 3.53% - 13.80% at March 31, 2023. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

(iii)

Consideration due to be paid across multiple years until 2027.

The following table summarizes the change in fair value of the Level 3 liabilities:

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)		March 31, 2023
Balance at December 31, 2022		$	40
Obligations assumed			—
Payments			—
Realized and unrealized losses (i)			4
Foreign exchange			—
Balance at March 31, 2023		$	44

(i)

Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income.

There were no significant transfers to or from Level 3 in the three months ended March 31, 2023.

Fair value information about financial instruments not measured at fair value

The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022:

		March 31, 2023								December 31, 2022
		Carrying Value				Fair Value				Carrying Value				Fair Value
Assets:
Long-term note receivable		$	70			$	64			$	68			$	63
Liabilities:
Current debt		$	250			$	249			$	250			$	248
Long-term debt		$	4,472			$	4,175			$	4,471			$	4,069

The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes and long-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data.

Note 12 — Retirement Benefits

Defined Benefit Plans

WTW sponsors both qualified and non-qualified defined benefit pension plans throughout the world. The majority of our plan assets and obligations are in the U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany, Switzerland and Ireland. Together, these disclosed funded and unfunded plans represent 98% of WTW’s pension obligations and are disclosed herein. We have removed prior-period disclosures pertaining to our post-retirement welfare plans as the Company considers such disclosure to no longer be material.

Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension Plans

The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension plans for the three months ended March 31, 2023 and 2022:

		Three Months Ended March 31,
		2023												2022
		U.S.				U.K.				Other				U.S.				U.K.				Other
Service cost		$	14			$	1			$	3			$	19			$	3			$	6
Interest cost			49				29				7				29				19				4
Expected return on plan assets			(76	)			(39	)			(9	)			(83	)			(39	)			(10	)
Amortization of net loss			3				12				—				4				8				1
Amortization of prior service credit			—				(3	)			—				—				(3	)			—
Net periodic benefit (income)/cost		$	(10	)		$	—			$	1			$	(31	)		$	(12	)		$	1

Employer Contributions to Defined Benefit Pension Plans

The Company did not make any contributions to its U.S. plans during the three months ended March 31, 2023 and currently does not anticipate making contributions over the remainder of the fiscal year. The Company made contributions of $7 million to its U.K. plans for the three months ended March 31, 2023 and anticipates making additional contributions of $24 million for the remainder of the fiscal year. The Company made contributions of $13 million to its other plans for the three months ended March 31, 2023 and anticipates making additional contributions of $10 million for the remainder of the fiscal year.

Defined Contribution Plans

The Company made contributions to its defined contribution plans of $40 million and $42 million during the three months ended March 31, 2023 and 2022, respectively.

Note 13 — Leases

The following table presents lease costs recorded on our condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022:

		Three Months Ended March 31,
		2023				2022
Finance lease cost:
Interest on lease liabilities		$	1			$	1
Operating lease cost			34				39
Variable lease cost			12				18
Sublease income			(3	)			(4	)
Total lease cost, net		$	44			$	54

The total lease cost is recognized in different locations in our condensed consolidated statements of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses, with the exception of $1 million and $5 million incurred during the three months ended March 31, 2023 and 2022, respectively, that were included in restructuring costs (see Note 6 — Restructuring Costs) that primarily related to the acceleration of amortization of certain abandoned ROU assets and the payment of early termination fees. There are no significant lease costs that have been included as discontinued operations in the condensed consolidated statements of comprehensive income during the three months ended March 31, 2022.

Note 14 — Commitments and Contingencies

Indemnification Agreements

WTW has various agreements which provide that it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses, including the disposal of Willis Re. It is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company’s obligations and the unique facts of each particular agreement. However, we do not believe that any potential liability that may arise from such indemnity provisions is probable or material.

Legal Proceedings

In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. The Company also receives subpoenas in the ordinary course of business and, from time to time, receives requests for information in connection with governmental investigations.

Errors and omissions claims, lawsuits, and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 15 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at March 31, 2023 and December 31, 2022 in the condensed consolidated balance sheets.

On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which it is subject, or potential claims, lawsuits, and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on its financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in a particular quarterly or annual period.

The Company provides for contingent liabilities based on ASC 450, Contingencies, when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. The contingent liabilities recorded are primarily developed actuarially. Litigation is subject to many factors which are difficult to predict so there can be no assurance that in the event of a material unfavorable result in one or more claims, we will not incur material costs.

Note 15 — Supplementary Information for Certain Balance Sheet Accounts

Additional details of specific balance sheet accounts are detailed below.

Prepaid and other current assets consist of the following:

		March 31, 2023				December 31, 2022
Prepayments and accrued income		$	124			$	132
Deferred contract costs			67				71
Derivatives and investments			7				43
Deferred compensation plan assets			11				16
Corporate income and other taxes			77				89
Acquired renewal commissions receivable			8				9
Other current assets			43				54
Total prepaid and other current assets		$	337			$	414

Deferred revenue and accrued expenses consist of the following:

		March 31, 2023				December 31, 2022
Accounts payable, accrued liabilities and deferred revenue		$	1,002			$	975
Accrued discretionary and incentive compensation			251				708
Accrued vacation			168				142
Other employee-related liabilities			64				90
Total deferred revenue and accrued expenses		$	1,485			$	1,915

Other current liabilities consist of the following:

		March 31, 2023				December 31, 2022
Dividends payable		$	104			$	102
Income taxes payable			82				83
Interest payable			28				49
Deferred compensation plan liabilities			11				14
Contingent and deferred consideration on acquisitions			15				17
Accrued retirement benefits			32				32
Payroll and other benefits-related liabilities			321				225
Derivatives			2				4
Third-party commissions			167				124
Other current liabilities			52				66
Total other current liabilities		$	814			$	716

Provision for liabilities consists of the following:

		March 31, 2023				December 31, 2022
Claims, lawsuits and other proceedings		$	299			$	296
Other provisions			67				61
Total provision for liabilities		$	366			$	357

Other non-current liabilities consist of the following:

		March 31, 2023				December 31, 2022
Deferred compensation plan liability		$	76			$	74
Contingent and deferred consideration on acquisitions			30				29
Liabilities for uncertain tax positions			32				40
Finance leases			11				12
Other non-current liabilities			51				66
Total other non-current liabilities		$	200			$	221

Note 16 — Other Income, Net

Other income, net consists of the following:

		Three Months Ended March 31,
		2023				2022
Loss on disposal of operations		$	—			$	(54	)
Net periodic pension and postretirement benefit credits			28				71
Interest in earnings of associates and other investments			1				2
Foreign exchange (loss)/gain (i)			(5	)			6
Other			1				2
Other income, net		$	25			$	27

(i)

Includes the offsetting effects of the Company's foreign currency hedging program. See Note 9 — Derivative Financial Instruments.

Note 17 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following table for the three months ended March 31, 2023 and 2022. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure.

		Foreign currency translation (i)								Derivative instruments (i)								Defined pension and post-retirement benefit costs (ii)								Total
		2023				2022				2023				2022				2023				2022				2023				2022
Balance at December 31, 2022 and 2021, respectively		$	(987	)		$	(489	)		$	9			$	11			$	(1,643	)		$	(1,708	)		$	(2,621	)		$	(2,186	)
Other comprehensive income/(loss) before reclassifications			43				(59	)			2				(1	)			(1	)			2				44				(58	)
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $3 for both periods)			—				—				—				(2	)			9				4				9				2
Net current-period other comprehensive income/(loss)			43				(59	)			2				(3	)			8				6				53				(56	)
Balance at March 31, 2023 and 2022, respectively		$	(944	)		$	(548	)		$	11			$	8			$	(1,635	)		$	(1,702	)		$	(2,568	)		$	(2,242	)

(i)

Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements.

(ii)

Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income.

Note 18 — Earnings Per Share

Basic and diluted earnings per share from continuing operations attributable to WTW and discontinued operations, net of tax are calculated by dividing net income from continuing operations attributable to WTW and discontinued operations, net of tax, respectively, by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company.

At March 31, 2023 and 2022, there were 0.5 million restricted performance-based stock units outstanding at each period presented and 0.4 million restricted time-based stock units outstanding at each period presented. The Company’s time-based share options were immaterial at both March 31, 2023 and 2022. The were no performance-based options outstanding at March 31, 2023; there were 0.1 million performance-based options outstanding at March 31, 2022.

Basic and diluted earnings per share are as follows:

		Three Months Ended March 31,
		2023				2022
Income from continuing operations		$	206			$	114
Less: income attributable to non-controllable interests			(3	)			(3	)
Income from continuing operations attributable to WTW		$	203			$	111
Income from discontinued operations, net of tax		$	—			$	11
Basic average number of shares outstanding			107				118
Dilutive effect of potentially issuable shares			1				—
Diluted average number of shares outstanding			108				118
Basic earnings per share from continuing operations attributable to WTW		$	1.89			$	0.94
Dilutive effect of potentially issuable shares			(0.01	)			—
Diluted earnings per share from continuing operations attributable to WTW		$	1.88			$	0.94
Basic earnings per share from discontinued operations, net of tax		$	—			$	0.09
Dilutive effect of potentially issuable shares			—				—
Diluted earnings per share from discontinued operations, net of tax		$	—			$	0.09

There were no anti-dilutive restricted stock units for the three months ended March 31, 2023; for the three months ended March 31, 2022, 0.1 million restricted stock units were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive options for the three months ended March 31, 2023 and 2022.

Note 19 — Supplemental Disclosures of Cash Flow Information

Supplemental disclosures regarding cash flow information are as follows:

		Three months ended March 31,
		2023				2022
Supplemental disclosures of cash flow information:
Cash and cash equivalents		$	1,135			$	2,198
Fiduciary funds (included in fiduciary assets)			3,227				2,967
Cash and cash equivalents and fiduciary funds (included in current assets held for sale)			—				7
Total cash, cash equivalents and restricted cash		$	4,362			$	5,172
Decrease in cash, cash equivalents and other restricted cash		$	(130	)		$	(2,274	)
Decrease in fiduciary funds			(250	)			(211	)
Total		$	(380	)		$	(2,485	)