Item 1. FINANCIAL STATEMENTS (UNAUDITED)

104K characters. Original on sec.gov · Markdown

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 June 30,Six Months Ended June 30,
2024202320242023
Revenue$2,265$2,159$4,606$4,403
Costs of providing services
Salaries and benefits1,3971,3472,7392,660
Other operating expenses439433896886
Depreciation5764116124
Amortization6070120141
Restructuring costs3102113
Transaction and transformation9793222152
Total costs of providing services2,0532,0174,1143,976
Income from operations212142492427
Interest expense(68)(57)(132)(111)
Other income, net24355060
INCOME FROM OPERATIONS BEFORE INCOME TAXES168120410376
Provision for income taxes(26)(24)(74)(74)
NET INCOME14296336302
Income attributable to non-controlling interests(1)(2)(5)(5)
NET INCOME ATTRIBUTABLE TO WTW$141$94$331$297
EARNINGS PER SHARE
Basic earnings per share$1.37$0.88$3.22$2.78
Diluted earnings per share$1.36$0.88$3.20$2.77
Comprehensive income before non-controlling interests$126$124$271$383
Comprehensive income attributable to non-controlling interests(1)(2)(5)(5)
Comprehensive income attributable to WTW$125$122$266$378

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)

June 30, 2024December 31, 2023
ASSETS
Cash and cash equivalents$1,247$1,424
Fiduciary assets9,9259,073
Accounts receivable, net2,4252,572
Prepaid and other current assets432364
Total current assets14,02913,433
Fixed assets, net709720
Goodwill10,18410,195
Other intangible assets, net1,8982,016
Right-of-use assets536565
Pension benefits assets611588
Other non-current assets1,6551,573
Total non-current assets15,59315,657
TOTAL ASSETS$29,622$29,090
LIABILITIES AND EQUITY
Fiduciary liabilities$9,925$9,073
Deferred revenue and accrued expenses1,8912,104
Current debt—650
Current lease liabilities118125
Other current liabilities740678
Total current liabilities12,67412,630
Long-term debt5,3074,567
Liability for pension benefits505563
Deferred tax liabilities552542
Provision for liabilities409365
Long-term lease liabilities564592
Other non-current liabilities196238
Total non-current liabilities7,5336,867
TOTAL LIABILITIES20,20719,497
COMMITMENTS AND CONTINGENCIES
EQUITY (i)
Additional paid-in capital10,94310,910
Retained earnings1,3151,466
Accumulated other comprehensive loss, net of tax(2,921)(2,856)
Total WTW shareholders’ equity9,3379,520
Non-controlling interests7873
Total equity9,4159,593
TOTAL LIABILITIES AND EQUITY$29,622$29,090

(i)

Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 101,547,339 (2024) and 102,538,072 (2023); Outstanding 101,547,339 (2024) and 102,538,072 (2023) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2024 and 2023.

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)

Six Months Ended June 30,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME$336$302
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation116124
Amortization120141
Non-cash restructuring charges128
Non-cash lease expense4958
Net periodic benefit of defined benefit pension plans(11)(11)
Provision for doubtful receivables from clients105
Benefit from deferred income taxes(25)(37)
Share-based compensation5458
Net gain on disposal of operations—(3)
Non-cash foreign exchange (gain)/loss(12)6
Other, net2216
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable118164
Other assets(161)(81)
Other liabilities(242)(346)
Provisions4526
Net cash from operating activities431430
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to fixed assets and software for internal use(70)(80)
Capitalized software costs(56)(41)
Acquisitions of operations, net of cash acquired(18)(4)
Proceeds from sale of operations—9
Cash and fiduciary funds transferred in sale of operations—(916)
Purchase of investments(14)(3)
Net cash used in investing activities(158)(1,035)
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
Senior notes issued746748
Debt issuance costs(9)(6)
Repayments of debt(652)(2)
Repurchase of shares(301)(454)
Net proceeds/(payments) from fiduciary funds held for clients783(194)
Payments of deferred and contingent consideration related to acquisitions—(7)
Cash paid for employee taxes on withholding shares(24)(17)
Dividends paid(176)(177)
Acquisitions of and dividends paid to non-controlling interests(3)(4)
Net cash from/(used in) financing activities364(113)
INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)637(718)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(53)1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)3,7924,721
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)$4,376$4,004

(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)

Six Months Ended June 30, 2024
Shares outstandingAdditional paid-in capitalRetained earningsTreasury sharesAOCL (i)Total WTW shareholders’ equityNon-controlling interestsTotal equity
Balance as of December 31, 2023102,538$10,910$1,466$—$(2,856)$9,520$73$9,593
Shares repurchased(374)—(101)——(101)—(101)
Net income——190——1904194
Dividends declared ($0.88 per share)——(91)——(91)—(91)
Dividends attributable to non-controlling interests——————(1)(1)
Other comprehensive loss————(49)(49)—(49)
Issuance of shares under employee stock compensation plans49———————
Share-based compensation and net settlements—16———16—16
Additional non-controlling interests (ii)——————33
Foreign currency translation—4———4—4
Balance as of March 31, 2024102,213$10,930$1,464$—$(2,905)$9,489$79$9,568
Shares repurchased(775)—(200)——(200)—(200)
Net income——141——1411142
Dividends declared ($0.88 per share)——(90)——(90)—(90)
Dividends attributable to non-controlling interests——————(2)(2)
Other comprehensive loss————(16)(16)—(16)
Issuance of shares under employee stock compensation plans109———————
Share-based compensation and net settlements—12———12—12
Foreign currency translation—1———1—1
Balance as of June 30, 2024101,547$10,943$1,315$—$(2,921)$9,337$78$9,415

(i)

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

(ii)

Attributable to the divestiture of businesses that are less than wholly-owned or the acquisition of shares previously owned by minority interest holders. In an acquisition, additional paid-in capital is adjusted as well to the extent that the consideration transferred differs from the carrying value of non-controlling interests prior to the acquisition.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Changes in Equity

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

(Unaudited)

Six Months Ended June 30, 2023
Shares outstandingAdditional paid-in capitalRetained earningsTreasury sharesAOCL (i)Total WTW shareholders’ equityNon-controlling interestsTotal equity
Balance as of December 31, 2022106,756$10,876$1,764$(3)$(2,621)$10,016$77$10,093
Shares repurchased(432)(3)(104)3—(104)—(104)
Net income——203——2033206
Dividends declared ($0.84 per share)——(89)——(89)—(89)
Other comprehensive income————5353—53
Issuance of shares under employee stock compensation plans59———————
Share-based compensation and net settlements—18———18—18
Foreign currency translation—(1)———(1)—(1)
Balance as of March 31, 2023106,383$10,890$1,774$—$(2,568)$10,096$80$10,176
Shares repurchased(1,537)—(350)——(350)—(350)
Net income——94——94296
Dividends declared ($0.84 per share)——(89)——(89)—(89)
Dividends attributable to non-controlling interests——————(4)(4)
Other comprehensive income————2828—28
Issuance of shares under employee stock compensation plans97———————
Share-based compensation and net settlements—20———20—20
Balance as of June 30, 2023104,943$10,910$1,429$—$(2,540)$9,799$78$9,877

(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 48,000 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 control 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 or property loss control consulting), and analytical and advisory services (such as hazard modeling and climate risk quantification). We also assist our clients with managing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans.

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

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 22, 2024, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three and six months ended June 30, 2024 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.

Significant Accounting Policies

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 operates under the WTW Amended and Restated 2010 Employee Share Purchase Plan, as amended and restated on February 28, 2024. 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. The ESPP has 1,377,500 shares available for purchase. 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 condensed consolidated balance sheet until they are converted to shares on the purchase date.

Recent Accounting Pronouncements

Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information within the income tax rate reconciliation and income taxes paid disclosures. It also includes certain other amendments intended to improve the effectiveness of income tax disclosures. Specifically, this ASU requires a tabular income tax rate reconciliation using both percentages and amounts disaggregated into specific categories with certain reconciling items at or above 5% of the statutory tax, further disaggregated by its nature and/or jurisdiction. Additionally, income taxes paid will be required to be presented by federal, state, local and foreign jurisdictions, including amounts paid to individual jurisdictions representing 5% or more of the total income taxes paid. This ASU becomes effective for the Company on January 1, 2025, with early adoption permitted. The guidance is applied prospectively, with the option for retrospective application. The Company does not plan to early-adopt this ASU and is assessing the expected impact on its condensed consolidated financial statements.

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures for investors. The 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 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.

The rules become effective in phases, currently beginning with any material current-year effects of severe weather events and other natural conditions and the more qualitative disclosures being required for inclusion in the Company’s 2025 Form 10-K, and some of the other more quantitative disclosures being required for the 2026 Form 10-K. While the disclosures are meant to cover the same periods in the financial statements, the requirements may be adopted on a prospective basis beginning with 2025. The Scope 1 and Scope 2 GHG emissions disclosures, which are required for the 2026 fiscal year, allow for additional time but must be filed by the due date of the second quarterly report on Form 10-Q or by amending the Form 10-K by that same deadline. Third-party limited assurance of the GHG emissions disclosures is required for the Company’s 2029 Form 10-K and reasonable assurance is required for the Company’s 2033 Form 10-K.

Following a number of legal challenges to the final rule that have been consolidated for review in the U.S. Court of Appeals for the Eighth Circuit, the SEC has voluntarily stayed the newly-released climate rules pending the completion of judicial review of such consolidated petitions to avoid regulatory uncertainty for companies subject to the rule while the litigation proceeds. The Company is monitoring the outcome of the litigation and will provide the required disclosures if and when required.

Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. Among other amendments, this ASU creates a ‘significant expense principle,’ and adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (‘CODM’) evaluates segment expenses and operating results. In addition, this ASU requires for interim periods all disclosures about a reportable segment’s profit or loss and assets under ASC 280, Segment Reporting that had previously only been provided annually (e.g., interest income and expense, depreciation and amortization expense). The annual requirements of this ASU became effective for the Company on January 1, 2024, at which time it was adopted; the Company will include the new disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024, as required. New interim disclosures are required for fiscal years beginning January 1, 2025 and will be included at that time.

Other Legislation

Inflation Reduction Act

The Inflation Reduction Act (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’. New rules included in the proposed regulations issued on April 9, 2024 apply to share repurchases after April 12, 2024. The Company does not expect the excise tax or, to the extent applicable, CAMT to have a significant impact on its condensed consolidated financial statements.

Pillar Two

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’). On December 20, 2021, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting released the Model Global Anti-Base Erosion (‘GloBE’) rules (the ‘OECD Model Rules’) under Pillar Two. On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two and this requires E.U. member states to enact domestic legislation to put Pillar Two into effect. In 2023, many E.U. countries enacted the necessary legislation (based on the OECD Model Rules) to implement Pillar Two in 2024. Ireland, in particular, enacted Pillar Two by signing Finance (No. 2) Bill 2023 into law in December 2023. Other countries and territories have indicated they will introduce Pillar Two beginning in 2025. 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.

Note 3 — Acquisitions and Divestitures

Acquisitions

The Company completed acquisitions during the six months ended June 30, 2024 for combined cash payments of $26 million and contingent consideration fair valued at $3 million.

Divestitures

Willis Re Divestiture

On August 13, 2021, the Company entered into a definitive security and asset purchase agreement (the ‘Willis Re SAPA’) 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.

Certain amounts included in the condensed consolidated balance sheets did not transfer to Gallagher under the terms of the Willis Re SAPA, and instead were to be settled by the Company, noting that certain fiduciary positions continued to be held under the terms of various co-broking agreements between subsidiaries of the Company and Gallagher. On May 31, 2023, the Company and Gallagher entered into a side letter to the Willis Re SAPA which became effective on June 1, 2023 and which (A) ended the co-broking agreements prospectively and (B) transferred related fiduciary and certain non-fiduciary assets and liabilities to Gallagher at that time based on then-current estimates. These non-fiduciary amounts were finalized in the third quarter of 2023. The value of the initial transfer during the second quarter of 2023 amounted to $74 million of other current liabilities less $26 million of accounts receivables due to the Company, totaling $48 million of net cash transferred to Gallagher. Additionally, total fiduciary assets and liabilities of $4.5 billion, including $868 million of fiduciary cash, were transferred to Gallagher. The total cash outflow of $916 million was included in cash used in investing activities in the condensed consolidated statements of cash flows for the six months ended June 30, 2023. During the third quarter of 2023, WTW and Gallagher agreed to a final settlement of all balances which resulted in a $5 million increase to the gain on disposal recognized at that time, and is included within Other income, net on our condensed consolidated statements of comprehensive income. The settlement of remaining amounts owed to Gallagher totaling $11 million was transferred in October 2023.

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. During the third quarter of 2023, the term for these services was extended from November 30, 2023 to May 31, 2024, and during the second quarter of 2024, the second of the two extensions allowed under the TSA was invoked and the term for these services was further extended to November 30, 2024. Fees earned under the TSA were $5 million and $11 million during the three and six months ended June 30, 2024, respectively, and $9 million and $18 million during the three and six months ended June 30, 2023, respectively, and have been recognized as a reduction to the costs incurred to service the TSA and are included 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.

Note 4 — Revenue

Disaggregation of Revenue

The Company reports revenue by segment in Note 5 — Segment Information. The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for the three and six months ended June 30, 2024 and 2023. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

Three Months Ended June 30,
HWCR&BCorporate (i)Total
20242023202420232024202320242023
Broking$279$259$778$724$—$3$1,057$986
Consulting6516439787—4748734
Outsourced administration2572451717——274262
Other64595655——120114
Total revenue by service offering1,2511,206948883—72,1992,096
Reimbursable expenses and other (i)151833212022
Total revenue from customer contracts$1,266$1,224$951$886$2$8$2,219$2,118
Interest and other income9931176154641
Total revenue$1,275$1,233$982$903$8$23$2,265$2,159
Six Months Ended June 30,
HWCR&BCorporate (i)Total
20242023202420232024202320242023
Broking$614$548$1,520$1,415$—$8$2,134$1,971
Consulting1,3131,304201185181,5151,497
Outsourced administration5235074746——570553
Other128128127122——255250
Total revenue by service offering2,5782,4871,8951,7681164,4744,271
Reimbursable expenses and other (i)3233662114050
Total revenue from customer contracts$2,610$2,520$1,901$1,774$3$27$4,514$4,321
Interest and other income1815623612319282
Total revenue$2,628$2,535$1,963$1,810$15$58$4,606$4,403

(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 tables because it does not arise directly from contracts with customers. The significant components of interest and other income are as follows for the periods presented above:

Three Months Ended June 30,
HWCR&BCorporateTotal
20242023202420232024202320242023
Book-of-business settlements$—$—$2$3$—$—$2$3
Interest income9629156144435
Other income—3—(1)—1—3
Total interest and other income$9$9$31$17$6$15$46$41
Six Months Ended June 30,
HWCR&BCorporateTotal
20242023202420232024202320242023
Book-of-business settlements$—$—$4$10$—$—$4$10
Interest income1811572712298767
Other income—41(1)—215
Total interest and other income$18$15$62$36$12$31$92$82

As a result of the cessation of the co-broking agreement, (see Note 3 — Acquisitions and Divestitures) interest income associated with fiduciary funds is now allocated more directly to the Risk and Broking segment beginning in the third quarter of 2023. These amounts were previously allocated to the Corporate segment following the disposal of Willis Re.

The following tables present revenue from service offerings by the geography where our work was performed for the three and six months ended June 30, 2024 and 2023. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above.

Three Months Ended June 30,
HWCR&BCorporateTotal
20242023202420232024202320242023
North America$810$792$386$355$—$2$1,196$1,149
Europe335315409389—4744708
International10699153139—1259239
Total revenue by geography$1,251$1,206$948$883$—$7$2,199$2,096
Six Months Ended June 30,
HWCR&BCorporateTotal
20242023202420232024202320242023
North America$1,650$1,615$692$646$—$3$2,342$2,264
Europe7076619208601111,6281,532
International221211283262—2504475
Total revenue by geography$2,578$2,487$1,895$1,768$1$16$4,474$4,271

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 June 30, 2024 and December 31, 2023:

June 30, 2024December 31, 2023
Billed receivables, net of allowance for doubtful accounts of $39 million and $34 million$1,558$1,581
Unbilled receivables536491
Current contract assets331500
Accounts receivable, net$2,425$2,572
Non-current accounts receivable, net$16$19
Non-current contract assets$925$909
Deferred revenue$765$677

During the three and six months ended June 30, 2024, revenue of $106 million and $401 million, respectively, was recognized that was reflected as deferred revenue at December 31, 2023. During the three months ended June 30, 2024, revenue of $297 million was recognized that was reflected as deferred revenue at March 31, 2024.

During the three and six months ended June 30, 2024, the Company recognized revenue of $11 million and $20 million, respectively, related to performance obligations satisfied prior to 2024.

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied as of June 30, 2024 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 202420252026 onwardTotal
Revenue expected to be recognized on contracts as of June 30, 2024$275$432$573$1,280

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 June 30, 2024 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 June 30, 2024 and 2023.

Three Months Ended June 30,
HWCR&BTotal
202420232024202320242023
Segment revenue$1,260$1,215$979$900$2,239$2,115
Segment operating income$276$222$202$145$478$367

The following table presents segment revenue and segment operating income for our reportable segments for the six months ended June 30, 2024 and 2023.

Six Months Ended June 30,
HWCR&BTotal
202420232024202320242023
Segment revenue$2,596$2,502$1,957$1,804$4,553$4,306
Segment operating income$612$531$405$325$1,017$856

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 and six months ended June 30, 2024 and 2023.

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue:
Total segment revenue$2,239$2,115$4,553$4,306
Reimbursable expenses and other26445397
Revenue$2,265$2,159$4,606$4,403
Total segment operating income$478$367$1,017$856
Amortization(60)(70)(120)(141)
Restructuring costs (i)(3)(10)(21)(13)
Transaction and transformation (ii)(97)(93)(222)(152)
Unallocated, net (iii)(106)(52)(162)(123)
Income from operations212142492427
Interest expense(68)(57)(132)(111)
Other income, net24355060
Income from operations before income taxes$168$120$410$376

(i)

See Note 6 — Restructuring Costs for the composition of costs for 2024 and 2023.

(ii)

In 2024 and 2023, in addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program (see Note 6 — Restructuring Costs).

(iii)

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 fourth quarter of 2023, we revised the expected costs and savings under the program and we currently expect the program to generate annual cost savings in excess of $450 million by the end of 2024. The program is expected to incur cumulative costs of approximately $1.045 billion and capital expenditures of approximately $130 million, for a total investment of $1.175 billion. The main categories of charges have been 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 includes the impairment of technology assets that are duplicative or no longer revenue-producing, as well as costs for technology investments that do not qualify for capitalization.

Process optimization — these costs are incurred in the right-shoring strategy and automation of our operations, which includes optimizing resource deployment and appropriate colleague alignment. These costs 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 $86 million and $205 million during the three and six months ended June 30, 2024, respectively, and $82 million and $127 million during the three and six months ended June 30, 2023, respectively. An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to June 30, 2024, is as follows:

HWCR&BCorporateTotal
2021
Real estate rationalization$—$—$19$19
Technology modernization—5—5
Process optimization————
Other——22
2022
Real estate rationalization——7979
Technology modernization—31619
Process optimization1——1
Other————
2023
Real estate rationalization——4646
Technology modernization251522
Process optimization————
Other————
2024
Real estate rationalization——2121
Technology modernization————
Process optimization————
Other————
Total
Real estate rationalization——165165
Technology modernization2133146
Process optimization1——1
Other——22
Total$3$13$198$214

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

Real estate rationalizationTechnology modernizationProcess optimizationOtherTotal
Balance at October 1, 2021$—$—$—$—$—
Charges incurred———22
Cash payments———(1)(1)
Balance at December 31, 2021———11
Charges incurred27—1—28
Cash payments(21)—(1)(1)(23)
Balance at December 31, 20226———6
Charges incurred228——30
Cash payments(25)———(25)
Balance at December 31, 202338——11
Charges incurred9———9
Cash payments(12)(4)——(16)
Balance at June 30, 2024$—$4$—$—$4

Note 7 — Income Taxes

Provision for income taxes for the three and six months ended June 30, 2024 was $26 million and $74 million, respectively, compared to $24 million and $74 million for the three and six months ended June 30, 2023, respectively. The effective tax rates were 15.6% and 18.1% for the three and six months ended June 30, 2024, respectively, and 19.8% and 19.6% for the three and six months ended June 30, 2023, respectively. 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 current-year periods’ effective tax rates are lower due to a benefit recognized from the recovery of a tax refund related to businesses in which the Company no longer participates.

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 $41 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 $1 million to $2 million, excluding interest and penalties.

Note 8 — Goodwill and Other Intangible Assets

The components of goodwill are outlined below for the six months ended June 30, 2024.

HWCR&BTotal
Balance at December 31, 2023:
Goodwill, gross$7,866$2,821$10,687
Accumulated impairment losses(130)(362)(492)
Goodwill, net - December 31, 20237,7362,45910,195
Goodwill acquired21—21
Foreign exchange(9)(23)(32)
Balance at June 30, 2024:
Goodwill, gross7,8782,79810,676
Accumulated impairment losses(130)(362)(492)
Goodwill, net - June 30, 2024$7,748$2,436$10,184

Other Intangible Assets

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the six months ended June 30, 2024:

Client relationshipsSoftwareTrademark and trade nameOtherTotal
Balance at December 31, 2023:
Intangible assets, gross$3,807$729$1,039$63$5,638
Accumulated amortization(2,514)(726)(342)(40)(3,622)
Intangible assets, net - December 31, 20231,2933697232,016
Intangible assets acquired10———10
Amortization(96)—(21)(3)(120)
Foreign exchange(8)———(8)
Balance at June 30, 2024:
Intangible assets, gross3,7917341,038635,626
Accumulated amortization(2,592)(731)(362)(43)(3,728)
Intangible assets, net - June 30, 2024$1,199$3$676$20$1,898

The weighted-average remaining life of amortizable intangible assets at June 30, 2024 was 11.3 years.

The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2024 and for subsequent years:

Amortization
Remainder of 2024$113
2025212
2026202
2027199
2028194
Thereafter978
Total$1,898

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 June 30, 2024 and December 31, 2023 had total notional amounts of $128 million and $119 million, respectively, and had net asset fair values of $1 million and $2 million, respectively.

At June 30, 2024, the Company estimates, based on current exchange rates, there will be $1 million of net derivative gains on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At June 30, 2024, 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 and six months ended June 30, 2024 and 2023 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the three and six months ended June 30, 2024 and 2023.

Gain recognized in OCI (effective element)
Three months ended June 30,Six months ended June 30,
2024202320242023
Forward exchange contracts$—$2$—$3
Location of (loss)/gain reclassified from Accumulated OCL into income (effective element)(Loss)/gain reclassified from Accumulated OCL into income (effective element)
Three months ended June 30,Six months ended June 30,
2024202320242023
Revenue$—$—$(1)$—
Salaries and benefits1—2(1)
$1$—$1$(1)

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 June 30, 2024 and December 31, 2023, we had notional amounts of $1.1 billion and $1.2 billion, respectively, with net asset fair values of $2 million and $3 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 and six months ended June 30, 2024 and 2023 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):

(Loss)/gain recognized in income
Three Months Ended June 30,Six Months Ended June 30,
Derivatives not designated as hedging instruments:Location of (loss)/gain recognized in income2024202320242023
Forward exchange contractsOther income, net$(9)$8$(8)$16

Note 10 — Debt

Current debt consists of the following:

June 30, 2024December 31, 2023
3.600% senior notes due 2024$—$650
$—$650

Long-term debt consists of the following:

June 30, 2024December 31, 2023
Revolving $1.5 billion credit facility$—$—
4.400% senior notes due 2026549548
4.650% senior notes due 2027745745
4.500% senior notes due 2028598598
2.950% senior notes due 2029726726
5.350% senior notes due 2033742741
6.125% senior notes due 2043272272
5.050% senior notes due 2048396395
3.875% senior notes due 2049542542
5.900% senior notes due 2054737—
$5,307$4,567

Senior Notes

On March 5, 2024, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of $750 million aggregate principal amount of 5.900% senior notes due 2054 (‘2054 senior notes’). The effective interest rate of the 2054 senior notes is 6.00%, which includes the impact of the discount upon issuance. The 2054 senior notes will mature on March 5, 2054. Interest on the 2054 senior notes accrues from March 5, 2024 and will be paid in cash on March 5 and September 5 of each year, commencing on September 5, 2024. The net proceeds from this offering, after deducting the underwriting discount and offering expenses, were approximately $737 million, of which $662 million was used to fully repay the $650 million aggregate principal amount and related accrued interest of the 3.600% senior notes at maturity during the second quarter of 2024. The Company will use the remaining net proceeds for general corporate purposes.

At June 30, 2024 and December 31, 2023, 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:

Mutual funds and exchange-traded funds are classified as Level 1 because we use quoted market prices in active markets in determining the fair value of these securities.

Commingled funds are not leveled within the fair value hierarchy as the funds are valued at the net value of shares held as reported by the manager of the funds. These funds are not exchange-traded.

Hedge funds are not leveled within the fair value hierarchy as the fair values for these investments are estimated based on the net asset values derived from the latest audited financial statements or most recent capital account statements provided by the funds’ investment manager or third-party administrator, as a practical expedient.

Market values for our derivative instruments have been used to determine the fair values of forward and option 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.

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 June 30, 2024 and December 31, 2023:

Fair Value Measurements on a Recurring Basis at June 30, 2024
Balance Sheet LocationLevel 1Level 2Level 3Total
Assets:
Available-for-sale securities:
Mutual funds/exchange traded funds (i)Prepaid and other current assets and Other non-current assets$106$—$—$106
Fiduciary assets287——287
Commingled funds (i) (ii)Other non-current assets———17
Hedge funds (i) (iii)Other non-current assets———16
Derivatives:
Derivative financial instruments (iv)Prepaid and other current assets and Other non-current assets$—$3$—$3
Liabilities:
Contingent consideration:
Contingent consideration (v) (vi)Other current liabilities and Other non-current liabilities$—$—$40$40
Derivatives:
Derivative financial instruments (iv)Other current liabilities and Other non-current liabilities$—$—$—$—
Fair Value Measurements on a Recurring Basis at December 31, 2023
Balance Sheet LocationLevel 1Level 2Level 3Total
Assets:
Available-for-sale securities:
Mutual funds/exchange traded funds (i)Prepaid and other current assets and Other non-current assets$102$—$—$102
Fiduciary assets215——215
Commingled funds (i) (ii)Other non-current assets———9
Hedge funds (i) (iii)Other non-current assets———8
Derivatives:
Derivative financial instruments (iv)Prepaid and other current assets and Other non-current assets$—$6$—$6
Liabilities:
Contingent consideration:
Contingent consideration (v)Other current liabilities and Other non-current liabilities$—$—$31$31
Derivatives:
Derivative financial instruments (iv)Other current liabilities and Other non-current liabilities$—$1$—$1

(i)

With the exception of the funds included in fiduciary assets, the majority of these balances are held as part of deferred compensation plans with related liabilities in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets.

(ii)

Consists of the Towers Watson Global Equity Focus Fund, for which redemptions can occur on any business day, and require a minimum of one business day’s notice.

(iii)

Consists of the Towers Watson Alternative Credit Fund, for which the redemption period is generally quarterly, however requires a 50-day notice.

(iv)

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

(v)

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 12.98% and 13.28% at June 30, 2024 and December 31, 2023, respectively. The range of these discount rates was 11.00% - 13.80% at June 30, 2024. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

(vi)

Consideration due to be paid across multiple years until 2029.

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)June 30, 2024
Balance at December 31, 2023$31
Obligations assumed3
Payments—
Realized and unrealized losses (i)7
Foreign exchange(1)
Balance at June 30, 2024$40

(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 six months ended June 30, 2024.

Fair value information about financial instruments not measured at fair value

The following tables present our assets and liabilities not measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023:

June 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
Assets:
Long-term note receivable$74$70$74$70
Liabilities:
Current debt$—$—$650$645
Long-term debt$5,307$4,985$4,567$4,359

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.

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

The following tables set forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension plans for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30,
20242023
U.S.U.K.OtherU.S.U.K.Other
Service cost$10$2$4$14$2$4
Interest cost4929649307
Expected return on plan assets(75)(40)(11)(76)(41)(10)
Settlements———1—(1)
Amortization of net loss9131312—
Amortization of prior service credit—(3)——(3)1
Net periodic benefit (income)/cost$(7)$1$—$(9)$—$1
Six Months Ended June 30,
20242023
U.S.U.K.OtherU.S.U.K.Other
Service cost$21$3$8$28$3$7
Interest cost985713985914
Expected return on plan assets(151)(79)(21)(152)(80)(19)
Settlement———1—(1)
Amortization of net loss18271624—
Amortization of prior service credit—(6)——(6)1
Net periodic benefit (income)/cost$(14)$2$1$(19)$—$2

Employer Contributions to Defined Benefit Pension Plans

The Company did not make any contributions to its U.S. plans during the six months ended June 30, 2024 and currently does not anticipate making contributions over the remainder of the fiscal year. The Company made contributions of $1 million to its U.K. plans for the six months ended June 30, 2024 and anticipates making additional contributions of $1 million for the remainder of the fiscal year. The Company made contributions of $11 million to its other plans for the six months ended June 30, 2024 and anticipates making additional contributions of $4 million for the remainder of the fiscal year.

Defined Contribution Plans

The Company had contribution expense related to its defined contribution plans of $42 million and $85 million during the three and six months ended June 30, 2024, respectively, and $41 million and $81 million during the three and six months ended June 30, 2023, respectively.

Note 13 — Leases

The following tables present lease costs recorded on our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Finance lease cost:
Amortization of right-of-use assets$—$1$1$1
Interest on lease liabilities———1
Operating lease cost29377171
Variable lease cost16163028
Sublease income(5)(3)(10)(6)
Total lease cost, net$40$51$92$95

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 $2 million and $17 million incurred during the three and six months ended June 30, 2024, respectively, and $4 million and $5 million incurred during the three and six months ended June 30, 2023, 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.

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 June 30, 2024 and December 31, 2023 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:

June 30, 2024December 31, 2023
Prepayments and accrued income$101$123
Deferred contract costs7576
Derivatives and investments14
Deferred compensation plan assets1616
Corporate income and other taxes17787
Acquired renewal commissions receivable45
Other current assets5853
Total prepaid and other current assets$432$364

Deferred revenue and accrued expenses consist of the following:

June 30, 2024December 31, 2023
Accounts payable, accrued liabilities and deferred revenue$1,099$1,073
Accrued discretionary and incentive compensation467795
Accrued vacation203150
Other employee-related liabilities12286
Total deferred revenue and accrued expenses$1,891$2,104

Provision for liabilities consists of the following:

June 30, 2024December 31, 2023
Claims, lawsuits and other proceedings$349$306
Other provisions6059
Total provision for liabilities$409$365

Other non-current liabilities consist of the following:

June 30, 2024December 31, 2023
Deferred and long-term compensation plan liabilities$97$97
Contingent and deferred consideration on acquisitions1027
Liabilities for uncertain tax positions4142
Finance leases47
Other non-current liabilities4465
Total other non-current liabilities$196$238

Note 16 — Other Income, Net

Other income, net consists of the following:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Gain on disposal of operations$—$3$—$3
Net periodic pension and postretirement benefit credits21254353
Interest in earnings of associates and other investments1112
Foreign exchange gain/(loss) (i)114(4)
Other1526
Other income, net$24$35$50$60

(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 tables for the three and six months ended June 30, 2024 and 2023. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure.

Foreign currency translationDerivative instruments (i)Defined pension and post-retirement benefit costsTotal
20242023202420232024202320242023
Quarter-to-date activity:
Balance at March 31, 2024 and 2023, respectively$(879)$(944)$11$11$(2,037)$(1,635)$(2,905)$(2,568)
Other comprehensive (loss)/income before reclassifications(30)1811—1(29)20
(Income)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $4 and $3, respectively)——(1)—148138
Net current-period other comprehensive (loss)/income(30)18—1149(16)28
Balance at June 30, 2024 and 2023, respectively$(909)$(926)$11$12$(2,023)$(1,626)$(2,921)$(2,540)
Year-to-date activity:
Balance at December 31, 2023 and 2022, respectively$(816)$(987)$11$9$(2,051)$(1,643)$(2,856)$(2,621)
Other comprehensive (loss)/income before reclassifications(93)6113——(92)64
(Income)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $9 and $6, respectively)——(1)—28172717
Net current-period other comprehensive (loss)/income(93)61—32817(65)81
Balance at June 30, 2024 and 2023, respectively$(909)$(926)$11$12$(2,023)$(1,626)$(2,921)$(2,540)

(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.

Note 18 — Earnings Per Share

Basic and diluted earnings per share are calculated by dividing net income attributable to WTW 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 June 30, 2024 and 2023, there were 0.7 million and 0.6 million restricted performance-based stock units outstanding, respectively, and 0.5 million restricted time-based stock units outstanding at each period presented. The Company had no time-based share options outstanding at June 30, 2024; time-based share options were immaterial at June 30, 2023. There were no performance-based options outstanding at June 30, 2024 and 2023.

Basic and diluted earnings per share are as follows:

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net income attributable to WTW$141$94$331$297
Basic average number of shares outstanding103107103107
Dilutive effect of potentially issuable shares——1—
Diluted average number of shares outstanding103107104107
Basic earnings per share$1.37$0.88$3.22$2.78
Dilutive effect of potentially issuable shares(0.01)—(0.02)(0.01)
Diluted earnings per share$1.36$0.88$3.20$2.77

For the three and six months ended June 30, 2024, 0.3 million and 0.1 million restricted stock units, respectively, were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. Anti-dilutive restricted stock

units were immaterial for the three and six months ended June 30, 2023. There were no anti-dilutive options for the three and six months ended June 30, 2024 and 2023.

Note 19 — Supplemental Disclosures of Cash Flow Information

Supplemental disclosures regarding cash flow information are as follows:

Six months ended June 30,
20242023
Supplemental disclosures of cash flow information:
Cash and cash equivalents$1,247$1,602
Fiduciary funds (included in fiduciary assets)3,1292,402
Total cash, cash equivalents and restricted cash$4,376$4,004
(Decrease)/increase in cash, cash equivalents and other restricted cash$(154)$345
Increase/(decrease) in fiduciary funds791(1,063)
Total$637$(718)

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS