WTW 10-K & 10-Q changes, risk factors and insider trading

Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue growthgrowth, cost savings, efficiencies and costother savings and efficiencies.benefits.

We are subject to political, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses.

SanctionsEconomic and trade sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia and China), and related counter-sanctions, could have a material adverse impact on our operations or financial results.

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

The economic, regulatory and political impact of the United Kingdom’s exit from the European Union, which occurredUnion on January 31, 2020,2020 couldhas adversely affected and may continue to affect us.our business.

Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue growthgrowth, cost savings, efficiencies and costother savings and efficiencies.benefits.

Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy.strategy, including executing on our expected product, service and transaction pipelines. As discussed under Item 1, ‘Business - Business Strategy’, we seek to be an advisory, broking and solutions provider of choice through an integrated global platform. At the end of 2024, we updated our strategy, as described in this Annual Report on Form 10-K under Item 1. While we have confidence that our strategic plan reflects opportunities that we believe to be appropriate and achievable, our strategy may not deliver projected growth in revenue and profitability due to inadequate execution, incorrect assumptions, global or local economic conditions, competition, changes in the industries in which we operate, sub-optimal resource allocation or other reasons, including the other risks described in this ‘Risk Factors’ section. In addition, our strategy continues to evolve, and it is possible that we will be unable to successfully execute the associated strategy changes, due to factors discussed above or elsewhere in this ‘Risk Factors’ section. In pursuit of our growth strategy, we expect to invest significant time and resources into new product or service offerings, as well as investments in technology and infrastructure to support these offerings, and we may not realize our expected return on these offerings or that these offerings may fail to yield sufficient return to cover the cost of investment. The failure to continually develop and execute optimally on our global business strategy could have a material adverse effect on our business, financial condition and results of operations.

WeFurther, we have stated certain financial goals, including with respect to our cash flows, our growth and margin targets, and our share repurchases. We have stated, and may in the future state, other goals for future periods. Our initiatives aiming to implement our strategy and to achieve future financial objectives pose potential operational risks and may result in the distraction of management and colleagues. We cannot be certain whether we will be able to realize benefits from current revenue-generating or cost-saving initiatives, including our recently-completed Transformation program and our continued strategic efforts to achieve operational efficiencies, and ultimately realize our strategic objectives. Furthermore, we may not repurchase as many of our outstanding shares as anticipated due to market or business conditions or due to other factors, including decisions to prioritize acquisitions, investments or other uses of capital. There can be no assurance that our actual results will meet our stated financial goals.

Further, we cannot be certain that our acquisitions will be accretive to earnings or that our acquisitions or joint ventures will otherwise meet our operational or strategic expectations. AcquisitionsAcquisitions, such as our Newfront and Cushon acquisitions, and joint ventures, such as our recently-announced joint venture with Bain Capital, involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses or in achieving a successful joint venture. In particular, our acquisition of Newfront requires the integration of a technology-enabled brokerage platform and digital-first operating model into our existing broking operations, which may pose additional challenges related to technology and systems integration, increased cybersecurity exposure, and compliance with U.S. state-based licensing requirements. Our acquisition of Cushon similarly involves the integration of a regulated, technology-driven pension and savings platform into our wealth-related businesses and exposes us to additional risks related to U.K. financial services and pension regulation, operational-resilience and data‑privacy requirements, and the integration of a digital investment platform into our existing offerings. Acquired businesses or joint ventures may not achieve the levels of revenue, profit, or productivity we anticipate or otherwise perform as we expect. Further, we may have difficulty retaining, integrating, or attracting the talent needed to make those transactions successful, including revenue-generating colleagues and colleagues with specialized expertise. In addition, if the operating performance of an acquired business or joint venture deteriorates significantly or capital needs increase, we may need to make additional investments or write down the value of the goodwill and other acquisition-related intangible assets recorded on our consolidated balance sheet.

With respect to any such acquisition transactions or joint ventures, we face risks related to the potential impacts of the transaction on relationships, including with clients, colleagues, correspondents, suppliers, regulators, competitors, and other third parties, as well as the risk related to contingent liabilities (includingas litigation)described potentially creating material liabilities forin the Company.preceding paragraph. The following risks, in addition to those described above, may also adversely affect our ability to successfully implement and integrate these acquisitions or to manage joint ventures: material changes in U.S. and foreign jurisdiction regulations (including those related to the healthcare system and insurance brokerage, pension advisory, and investment services); changes in general economic, business and political conditions in relevant markets, including changes in the financial markets; significant competition in the marketplace; the need to manage potential conflicts of interest; and compliance with extensive and evolving government regulations in the U.S. and in foreign jurisdictions.

We may be unable to effectively integrate an acquired business into our organization and may not succeed in managing such acquired businesses or the larger company that results from such acquisitions. The process of integrating an acquired business may subject us to a number of risks, including, without limitation, an inability to retain the management, key personnel and other colleagues of the acquired business; an inability to establish uniform standards, controls, systems, procedures and policies or to achieve anticipated savings; an inability to successfully apply technology from one part of the business to another; and exposure to legal claims or regulatory censure for activities of the acquired business prior to acquisition.

Our business strategy includes the organic growth of our existing operations when we enter into new lines of business or offer new products and services within existing lines of business. We may not be able to effectively execute our organic growth strategy for reasons within and outside of our control. Organic growth presents additional risks, particularly in instances where the markets are heavily regulated, meaningfully competitive with high bars to entry, or new or not fully developed. Such risks include the investment of significant time and resources; the possibility that these efforts will not be successful and could result in reputational damage to us; the possibility that the marketplace does not accept our products or services; the possibility that we are unable to retain clients that adopt our new products or services; and the risk of new or additional liabilities associated with these efforts, including potential errors and omissions or other claims. External factors, such as compliance with new or revised regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of a line of business, product or service. If the entry into businesses, products or services is not successfully integrated into our business, the intended benefits and business development initiatives will not be achieved, which may adversely affect our business, financial condition, results of operations andor reputation.

Our success depends, in part, on our ability to develop and implement innovative technology, data and analytic solutions that anticipate, lead, keep pace with or respond to rapid and continuing changes in technology both for internal operations, for maintaining industry standards, meeting client preferences and gaining competitive advantage. We may not be successful in anticipating or responding to these developments in a timely and cost-effective manner or in attracting and maintaining personnel with the necessary skills in this area. Our ideas may not lead to the desired internal efficiencies or be accepted in the marketplace. In addition, we may not be able to implement technology-based solutions as quickly as desired if, for example, greater resources are required than originally expected or resources are otherwise needed elsewhere. The effort to gain technological and data expertise and develop new technologies or analytic techniques in our business requires us to incur significant cost and attract qualified technical talent who are in high demand. Our competitors are seeking to develop competing or new technologies, and their success in this space may impact our ability to differentiate our services to our clients through the use of unique technological solutions. If we do not keep up with technological changes or execute effectively on our strategic initiatives, our business and results of operations could be adversely impacted. For example, incorporating artificial intelligence (‘AI’) into certain product offerings is becoming more important in our operations, particularly as our competitors, including new entrants focused on using technology and innovation, such as generative or agentic AI, digital platforms, data analytics, robotics and blockchain, seek to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate. Additionally, rapid advances in generative and agentic AI may enable certain clients to perform internally, automate, or obtain through low-cost digital tools analytical, benchmarking, modeling, drafting or other work that they have historically relied on us to provide, which could reduce demand for some of our services and adversely affect our revenues and growth. If we fail to keep pace with rapidly evolving AI and other technological developments, our competitive position and business results may be negatively impacted. In certain cases, we may decide, based on perceived business needs, to make investments that may be greater than we currently anticipate. If we cannot offer new technologies or data and analytic services or solutions as quickly or effectively as our competitors, or if our competitors develop more cost-effective technologies or analytic tools, it could have a material adverse effect on our ability to obtain and complete client engagements. There are significant risks involved in our efforts to keep pace with technological developments and no assurance can be provided that the usage of such technology will enhance our business or assist us in being more efficient or profitable. While development and enhancement of our technology systems may improve the efficiency of data analytics and reduce certain costs, there is no assurance that the benefits related to such advancements will outweigh such investment costs or outweigh such risks. In addition, we face pressure from non‑traditional competitors that may innovate or scale faster, deploy lower‑cost digital solutions, or enable clients to self-serve. Data quality, integrity, lineage and availability are increasingly critical to our offerings; deficiencies could reduce the effectiveness of our solutions or impair client outcomes. Certain AI use cases may generate inaccurate, biased or otherwise unreliable outputs or require enhanced human oversight, governance and controls, and evolving legal and regulatory frameworks may restrict how we collect, use and share data and deploy AI‑enabled tools.

The enhancement and development of technology systems may enhance cybersecurity risks and operational and technological risks, as any latency, disruption or failure in such technological tools could result in errors in analyses and compromise the integrity, security or privacy of generated content. Additionally, the process of integrating technology systems of businesses we acquire is complex and exposes us to additional risk. We may not adequately identify weaknesses in the information systems or information handling, privacy and security policies and protocols of targets, which could expose us to unexpected liabilities or make our own systems and data more vulnerable to cybersecurity incidents. The use of third-party generative AI tools by our employees, contractors, consultants, vendors or service providers also presents a risk that confidential, personal or proprietary information could be inadvertently disclosed through prompts or uploads and incorporated into external models or training data, potentially compromising our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information, and causing harm to our competitive position and business. For further discussion of risks relating to these technology systems, please see ‘Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability’ below.

We depend on our technology systems for conducting business, as well as for providing the data and analytics we use to manage and administer our business. As a result, our business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems that support our business processes and strategic initiatives in a cost- and resource-efficient manner, particularly as our business processes become more digital. The failure of business-continuity and disaster-recovery processes at critical vendors or at the Company may require us to suspend or limit certain services temporarily.

We have a number of strategic initiatives involving investments in technology and infrastructure to support our own systems as well as partnerships with technology companies. These investments can be costly and require significant capital expenditures, and such investment may not be profitable or may be less profitable than what we have experienced historically. In addition, investments in technology systems may not deliver the benefits or perform as expected or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs. In some cases, we also depend on our partners and key vendors to provide technology and other support for these and other strategic initiatives. If these partners or vendors fail to or are unable to fully perform their obligations as we expect them to do or at all or such partners or vendors otherwise cease to work with us, our ability to execute on our strategic initiatives, and our business and results of operations,strategy could be adverselyimpaired. impacted.Vendor outages, flawed software updates, migration issues, capacity constraints or delays in delivering enhancements can further disrupt client delivery and increase costs.

Global economic events and other factors, such as accommodative monetary and fiscal policy, have contributed to significant inflation in many of the markets in which we operate over time. In particular, inflation in the United States, Europe and other geographies has recentlyin recent years risen to levels not experienced in decades and we have seen, and may continue to see, itsthe impact of inflation on various aspects of our business. In some cases, such inflation has had, or could have in the future, a negative effect on our operations and financial condition. In order to combat inflation and restore price stability, a number of central banks around the world raised interest rates and, as inflation has moderated, have begun to reduce them. Potential trade wars, including tariffs and retaliatory actions, also may contribute to inflation and/or hinder economic growth. If interest rates fluctuate and/or inflation rates or trade barriers increase, economic growth in a number of markets where we do business may be hindered and may continue to have far-reaching effects on the global economy. Weakness in the economy and the possibility of a global recession has had, and may continue to have, a negative effect on our business and financial condition, including on the value of our ordinary shares. Additionally, fluctuations in short-term interest rates in our major markets can impact our interest income derived from the investment of our owned and fiduciary cash.

Major public health issues have adversely affected, and could in the future materially adversely affect, our business, results of operations and/or financial condition. TheWe futurecannot predict the impact of afuture public health crisiscrises, willnor depend onthe future developments that wemay aregive unablerise to predict.such crises. Public health issues have disrupted and could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future. These disruptions can include office closures, travel restrictions, workforce availability challenges, changes in client priorities and budgets, interruption to technology and shared-service delivery, and delays by third-party vendors and service providers on whom we rely.

We are exposed to various risks arising out of natural disasters, including fires (such as the recent wildfires in southern California),fires, earthquakes, hurricanes, floods and tornadoes, many of which could be exacerbated by climate change. These consequences could, among other things, implicate other risks described herein, including without limitation: business continuity risks; human capital risks; regulatory and reputational risks; and risks relating to alleged errors and omissions in performing client work, and thereby adversely impact our business, results of operations or financial condition.

Additionally, U.S.many andof globalthe markets in which we do business are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the ongoing Russia- Ukraine war between Russia and Ukraineother geopolitical conflicts and the Middle East conflicts.tensions. These ongoing wars and other geopolitical conflicts could lead to further market disruptions and could have a material adverse effect on our business, prospects, financial condition and operating results.

Further, a slowdown in the global economy, including a recession, or in a particular region or industry, inflation or a tightening of the credit markets could negatively impact our business, financial condition and liquidity, including by way of inhibiting our continued access to preferred sources of liquidity when we would like or by our increasing our borrowing costs. In particular, tightening of the credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures, if and when needed. In addition, we could experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Thus, a deterioration or prolonged period of negative or stagnant macroeconomic conditions in the U.S. and globally could adversely affect our business, results of operations or financial condition.

Maintaining a positive reputation is critical to our ability to attract and maintain relationships with clients and colleagues. Damage to our reputation could therefore cause significant harm to our business and prospects. Harm to our reputation can arise from numerous sources, including, among others: colleague misconduct; litigation or regulatory action; failure to deliver minimum standards of service and quality; compliance failures; and allegations of conflicts of interest and unethical behavior. Such harm could also arise from negative public opinion or political conditions arising from our association with third parties in any number of activities or circumstances. Negative perceptions or publicity, whether or not true, may result in harm to our prospects. In addition, the failure to deliver satisfactory service and quality performance, on time and within budget, in one line of business could cause clients to terminate the services we provide to those clients in many other lines of business. This risk has increased as the Company has become larger and more complex and as we take on increasingly complicated projects for our clients (such as complex outsourcing engagements and technology solutions development/implementation projects that require a significant amount of dedicated personnel, resources and expenses). It also has increased as the Company seeks to provide more services to individual clients directly or through business-to-business-to-consumer arrangements.

Our success has depended, and our future performance will continue to depend, largely upon the ongoing services of our executive officers, senior management, and other highly skilled personnel. We have relied on our leadership team to execute on our business plan, for strategy, growth, research and development, marketing, sales, provision, maintenance, and support of our products and services, and general and administrative functions, and on mission-critical individual contributors. From time to time, our executive management team and the groups of skilled individual contributors may change from the hiring or departure of executive officers or such contributors, which could disrupt our business. The employment-related agreements with our chief executive officer and certain of our executive officers (to the extent our officers are party to such agreements) and other key personnel willmay not require them to continue to work for us for any specified period; therefore, they could terminate their employment at any time. The loss of one or more of our executive officers, senior management members, or other key colleagues (including any limitation on the performance of their duties) could significantly delay or prevent the achievement of our development and strategic objectives.

Our success depends on our ability to attract, retain and motivate qualified personnel, including key managers and colleagues. In addition, our success largely depends upon our colleagues’ abilities to generate business and provide quality services. Our ability to provide services our clients demand requires such skills and training, in insurance, actuarial, human resources and other areas, which are also in high demand among our competitors. The market for talent in our industry is extremely competitive, and competitors for talent increasingly attempt to hire, and to varying degrees have been successful in hiring, our colleagues or employment candidates. In particular, our colleagues’ business relationships with our clients are a critical element of obtaining and maintaining client engagements. Labor markets have generally continued to tighten globally, and we have experienced intense competition and increased costs for certain types of colleagues, especially as new entrants in the insurance business (among others) continue to expend significant resources in their own hiring. Also, in the past, we have lost colleagues who manage substantial client relationships or possess substantial experience or expertise; if we lose additional colleagues such as those, or if we lose a large number of other colleagues, it could result in such colleagues competing against us. This risk has historically increased following significant mergers or acquisitions. It may take longer than expected to hire new colleagues to replace those who have left or these new colleagues may be subject to restrictive covenants from former employers that impact the amount of business they can generate while those covenants are in effect. Further, the increased availability of remote working arrangements has also expanded the pool of companies that can compete for our colleagues and employment candidates. Our business strategy requires us to attract, onboard and retain individuals relevant for those efforts and we may not be able to do that successfully. The failure to successfully attract and retain qualified personnel could materially adversely affect our ability to secure and complete engagements or could disrupt our business or cause increased operational risk, which would materially adversely affect our results of operations and prospects.

We depend on information technology networks and systems to process, transmit and store electronic information and to communicate among our locations around the world and with our alliance partners, insurance carriers/markets, clients and third-party vendors. We also maintain our clients’ confidential and proprietary information and the personal data of their customers and employees. Our information systems, and those of our third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. We regularly experience cyberattacks and are the target of computer viruses, hackers, distributed denial of service attacks, malware infections, ransomware attacks, phishing and spear-phishing campaigns, and other external hazards, as well as improper or inadvertent workforce behavior, which could expose confidential company and personal data systems and information, including information of our customers and employees, to security breaches. Further, the advance of both generative and agentic AI may give rise to additional vulnerabilities and potential entry points for cyber threats. With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation. In addition, increasing use of generative and agentic AI models in our internal systems may create new attack methods for adversaries. Because generative and agentic AI is aare new field,fields, our understanding of cybersecurity risks resulting from generative and agentic AI and protection methods continues to develop, and features that rely on generative or agentic AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.

Many of the software applications that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors. Our third-party applications include, but are not limited to, enterprise cloud storage and cloud computing application services provided and maintained by third-party vendors. These third-party applications store or may afford access to confidential and proprietary data of the Company, our colleagues and our clients. We have processes designed to require third-party vendors that provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with respect to the storage, protection and transfer of confidential, personal and proprietary information, but our processes cannot eliminate all risk of compromise or unauthorized access or use of such information in the event of a breakdown of a vendor’s data protection processes, a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, or as a result of a cyber-attack on the product, software or information systems of a vendor in our software supply chain. Any compromise of the product, software, data or infrastructure of a Company vendor, including a software or IT vendor in our supply chain, has and could again, result in the compromise of Company data or infrastructure or result in material operational disruption, although no such known previous compromise has been material to our business or financial results. Further, the risk and potential impact of a data breach on our third-party vendors’ products, software or systems increase as we move more of our data and our clients’ data into our vendors’ cloud storage, engage in IT outsourcing, and consolidate the group of third-party vendors that provide cloud storage or other IT services for the Company. Over time, the frequency, severity and sophistication of the attacks against us and our vendors have increased, including due to the use of AI for purposes of cybercrime, and the broader range of threat actors, including state-sponsored actors and hacker activists. In addition, our contractual and insurance protections with vendors may be limited or unenforceable, and vendor outages, flawed updates or delayed patching could disrupt our operations.

We and our vendors regularly experience cybersecurity incidents, including successful attacks from time to time, and we expect that to continue going forward. While we have experienced successful attacks by various types of hacking groups in which personal and commercially sensitive information, belonging to the Company or its clients, has been compromised, none of these cybersecurity incidents or attacks to our knowledge have been material to our business or financial results. Cybersecurity incidents include those resulting from human error or malfeasance, implantation of malware and viruses, phishing and spear-phishing attacks, unauthorized access to our information technology networks and systems, and unauthorized access to data or individual account funds through fraud or other means of deceiving our colleagues, clients, third-party service providers and vendors. We cannot ensure that such cybersecurity incidents or attacks will not have a material impact on our business or financial results in the future. When required by law, we have notified individuals, clients and/or relevant regulatory authorities (such as insurance and financial services regulators and privacy regulators) of such cybersecurity incidents or attacks. During an incident, we may need to disconnect systems or suspend certain services, and there can be delays before full scope and impact are understood. Our cyber insurance coverage may be unavailable or insufficient to cover losses.

The methods used to obtain unauthorized access to, disable or degrade service or sabotage the Company’s systems are also constantly evolving, are increasingly sophisticated, and may be difficult to anticipate or detect. For example, the U.S. Federal Bureau of Investigation, the Cybersecurity and Infrastructure Security Agency, and other U.S. federal agencies continue to issue warnings about trends in cybercriminal and nation-state activity and other threats that are consistent with some of the types of incidents we have experienced. To our knowledge, these incidents have not had a material impact on our business or operations thus far. However, our reputation could be harmed and our business and results of operations could be materially and adversely affected if we were to be the target of such attacks in the future, or if, despite our controls and efforts to detect breaches, we were to be the victim of an undetected breach. Threat actors have used, and in the future may continue to use, AI-enabled tools and advanced persistent techniques to evade detection over extended periods or to exploit third-party access.

We are subject to numerous laws and regulations in the U.S. and foreign jurisdictions, only certain of which are named here, designed to protect the personal information of client and company constituents and suppliers. These laws often develop in ways we cannot predict, and some laws may be in conflict with one another. This may significantly increase our cost of doing business, particularly as we expand our localization efforts. In addition, we may not be readily able to achieve compliance with the requirements of certain privacy and data security laws and regulations within the required periods for compliance. Certain laws and regulations we are subject to prohibit or restrict the transmission of data outside of certain countries’ borders, and certain others impose heightened obligations on specific categories of sensitive personal information, such as health or financial information. These laws have significantly increased our responsibilities when handling personal data including, without limitation, requiring us: to conduct privacy impact assessments or data protection impact assessments; to restrict the transmission or cross border transfers of data; to adopt and maintain new privacy policies and notices; to maintain detailed records of processing and vendor oversight; to respond to data subject rights requests within prescribed timelines; and to publicly disclose significant data breaches.

The evolving and potentially conflicting interpretations of these laws and regulations in the U.S and abroad, as well as laws applicable to the Company that are not named in these risk factors, may restrict the manner in which we provide services to our clients, divert resources from other important initiatives, increase the risk of non-compliance, impose significant compliance and other costs that are likely to increase over time, and increase the risk of fines, lawsuits or other potential liability, all of which could have a material adverse effect on our business and results of operations. Enforcement remedies can include orders to suspend or restrict processing or transfers, mandatory audits, disgorgement, corrective actions and ongoing monitoring in addition to administrative fines and damages. Our failure to adhere to or successfully develop processes in response to legal or regulatory requirements, including legal or regulatory requirements that may be developed or revised due to economic or geopolitical changes such as Brexit, and changing customer expectations in this area, could result in substantial legal liability and impairment to our reputation or business.

We are also subject to the terms of our privacy policies and contractual obligations to third parties related to privacy, data protection and information security. In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, but cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations. Because the interpretation and application of laws and other obligations relating to privacy and data protection are still uncertain, it is possible that these laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices, which could harm our business. We may be unable to make such changes and modifications in a commercially reasonable manner or at all. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability, damage to our reputation, or harm to our business. Further, emerging disclosure, controls and assurance requirements related to cybersecurity and privacy may require enhanced governance and attestations; if we cannot design and operate effective compliance controls, maintain accurate data inventories and maps, or obtain timely and reliable inputs from vendors and affiliates, our compliance, reporting and operational risks could increase.

We are exposed to various risks arising out of disasters and business continuity problems, such as fires (such as the recent wildfires in southern California),wildfires, earthquakes, hurricanes, terrorist attacks, acts of warwar, conflicts, or civil unrest, pandemics, security breaches, ransomware or destructive malware attacks, power loss,loss or disruption, telecommunications failures or other natural or man-made disasters. Should we experience such an event, we may incur operational challenges, and our continued success will depend, in part, on the availability of our personnel, our office facilities, our outsourcing providers or other vendors, access to data, and the proper functioning of our computer, telecommunication and other related systems and operations.

Our business and our capacity to serve our clients depend on effective information systems, including the effective storage, retrieval, processing and management of information. Maintaining and enhancing existing systems and developing and creating new systems and products in order to keep pace with evolving technologies and evolving industry and regulatory standards requires significant financial and other resources. We aim to be at the forefront of a range of technology options relevant to our business and staying ahead of the technology offered by our competitors, and attracting, developing and retaining skilled individuals in the cybersecurity space. The market for such qualified individuals is competitive and we may be unable to hire the talent needed to mitigate the foregoing risks.

Because we often assist our clients with matters involving substantial amounts of money and complex regulatory requirements, including actuarial services, asset management, technology solutions development and implementation and the placement of insurance coverage, claims against us generally allege our potential liability for all or part of the substantial amounts in question. The nature of our work, particularly our actuarial services, necessarily involves the use of assumptions and the preparation of estimates relating to future and contingent events, the actual outcome of which we cannot know in advance. Our actuarial and brokerage services also rely on substantial amounts of data provided by clients, the accuracy and quality of which we cannot ensure. In addition, computational, software programming or data management errors occur from time to time in connection with the services we provide to clients. Clients may seek to hold us responsible for our alleged failures to comply with legal or professional duties.duties, Foror example, if a clientfor alleged thatconflicts of interest we failedmay tohave complyin withcarrying legislative requirements as part ofout our actuarial work and these failures in turn led to an increase in pension scheme liabilities, such a client may seek to bring a claim against us which could materially adversely affect our reputation, business or financial condition.work.

Clients may seek to hold us responsible for alleged errors or omissions relating to any of the brokerage advice and services we provide, including when claims they submit to their insurance carriers are disputed or denied. This risk is likely to be higher in circumstances,circumstances where there are significant disputes between clients and insurance carriers over coverage and clients allege that a failure by us is the reason. Such alleged failures can include that we misrepresented coverage terms to the client, that we failed to advise the client of key policy terms, that we failed to carry out client instructions, that we failed to procure insurance suitable to the client’s needs, and that we failed to timely present the client’s claims againstto us.their insurance carriers. In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions,instructions. and althoughAlthough we have established internal processes and controls to prevent all such errors and omissions, we cannot guarantee that these processes will always work as intended. Risk of errors or omissions may be higher in circumstances where we have significant numbers of departures or new joiners or other disruptions to our business, such as changes in ways of working. Such risks may also be higher in parts of our business that are not well-integrated with the rest of the Company for reasons of geography, culture, language, historical practice or other circumstances. Given that many of our clients have very high insurance policy limits to cover their risks, alleged errors and omissions claims against us arising from disputed or denied claims are often significant. Moreover, in certain circumstances, our agreements with brokerage, investment and certain other types of businessclients may not limit the maximum liability to which we may be exposed for claims involving alleged errors or omissions. As such, we dowould not have limited liability for the work we provide to the associatedthese clients.

Further, given that we frequently work with large pension funds and insurance companies as well as other large clients, relatively small percentage errors or variances can create significant financial variances and may result in significant claims for unintended or unfunded liabilities. The risks from such variances or errors could be aggravated in an environment of declining pension fund asset values and insurance company capital levels. In almost all cases, ourOur exposure to liability with respect to a particular engagement iscan be substantially greater than the revenue opportunity that the engagement generates for us.

Clients may seek to hold us responsible for the financial consequences of variances between assumptions and estimates and actual outcomes or for errors. For example, in the case of pension plan actuarial work, a client’s claims might focus on the client’sits alleged reliance on actuarial assumptions that it asserts in hindsight were unreasonableunreasonable. and,The client might then argue that, based on such reliance, the client made benefit commitments that it may later claim are not affordable or funding decisions that resultresulted in plan underfunding if and when actual outcomes vary from actuarial assumptions.

We also continue to create new products and services (including a new managing general underwriter and increasingly complex technology solutions) and to grow the business of providing products and services to institutional investors, financial services companies and other clients. We are also increasingly developing products and services where the end users are individuals. The risk of claims from these lines of business and related products and services may be greater than from our core products or services, and such claims may be for significant amounts as we take on increasingly complicated projects, including those with complex regulatory requirements.

We also provide advice on both asset allocation and selection of investment managers. Increasingly, for many clients, we are responsible for making decisions on both of these matters, or we may serve in a fiduciary capacity, either of which may increase liability exposure. In addition, the Company offers affiliated investment funds, including in the U.S. and Ireland, with plans to launch additional funds over time. Given that our Investments business may recommend affiliated investment funds or affirmatively invest such clients’ assets in such funds under delegated authority, this may increase our liability exposure. We may also be liable for actions of managers or other service providers to the funds. Further, for certain clients, we are responsible for some portions of cash and investment management, including rebalancing of investment portfolios and guidance to third parties on the structure of derivatives and securities transactions. Asset classes may experience poor absolute performance, and investment managers may underperform their benchmarks; in both cases the investment return shortfall can be significant. Clients experiencing this underperformance, including from our affiliated investment funds, may assert claims against us, and such claims may be for significant amounts. In addition, our failure to properly execute our role can cause monetary damage to our clients or such third parties for which we might be found liable, and such claims may be for significant amounts. As we continue to expand this business geographically and by way of new product, service, and advisory offerings (including expanded services to individuals either directly or through business-to-business-to-consumer arrangements), we will be subject to additional contractual exposures and obligations with investors, asset managers, and third-party service providers, as well as increased regulatory exposures. Overall, our ability to contractually limit our potential liability may be restrained in certain jurisdictions or markets or in connection with claims involving breaches of fiduciary duties or other alleged errors or omissions.

We have been and may continue to be subject to inquiries and investigations by federal, state, international, or other governmental agencies regarding aspects of our clients’ businesses and/or our own businesses, including (but not limited to) regulated businesses such as our insurance brokerage, Benefits,Benefits Delivery and& Administration (‘BDA’)Outsourcing reporting unit, and investment advisory services. Such inquiries or investigations can consume significant management time and result in regulatory sanctions, fines or other actions as well as significant legal fees, which could have a material adverse impact on our business, results of operations and liquidity. Also, we face additional regulatory scrutiny as we expand our businesses geographically and as we increase the scope of new products and services that we offer.offer and as we increase the scope and nature of our clients, including more individual clients in both our broking and investments businesses.

All of these items reflect an increased focus by government agencies (in the U.K., U.S., and elsewhere) on various aspects of the operations and affairs of our businesses. We are unable to predict the outcome of these inquiries or investigations. Any proposed changes that result from these investigations and inquiries, or any other investigations, inquiries or regulatory developments, or any potential fines or enforcement action,action or associated fees for external advisors, could materially adversely affect our business and our results of operations.

We are subject to political, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses.

We continue to expand our businesses and operations into new regions throughout the world, including emerging markets. In conducting our businesses and maintaining and supporting our global operations, we are subject to political, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks. The possible effects of political, economic, financial and climate change relatedthese disruptions throughout the world could have an adverse impact on our businessesbusiness and financial results. These risks include:

the imposition of economic and trade sanctions by both the U.S. and foreign governments;

difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; and the practical challenges and costs of complying, or monitoring compliance,complying with a wide variety of foreign laws (some of which are evolving or are not as well-developed as the laws of the U.S. or U.K. or which may conflict with U.S. or other sources of law), and regulations applicable to insurance brokers and other business operations abroad (in morecountries thanwhere 140we countries,do business, including many in emerging markets),; includingand the practical challenges and costs of compliance with all other laws, rules and regulations relating to the conduct of business, including trade sanction laws administered by the U.S. Office of Foreign Assets Control, theU.S., E.U., the U.K.U.K., and theother Unitedgovernments, Nationsas (‘U.N.’),well andas the requirements of the U.S. Foreign Corrupt Practices Act (‘FCPA’), as well as otherand anti-bribery and corruption rules and requirementslaws in all of theother countries in whichwhere we operate.carry out business.

Impact of Market Conditions on Our Business

Within our insurance and brokerage business, due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission revenue may vary widely between accounting periods. A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our revenue and operating margin. A ‘hard’ or ‘firming’ market, during which premium rates rise, generally has a favorable impact on our revenue and operating margin. Rates, however, vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, at the time of filing this Annual Report, we are currently seeing a stabilizing to softening market.

Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the economies in the various geographicgeographical regions ineconomies which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients.

The markets for our consulting, technology and solutions, and marketplace services are affected by economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a human resources or risk management consulting company include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs. In that regard, we are focused on developing and implementing technology, data and analytic solutions for both internal operations and for maintaining industry standards and meeting client preferences. We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or whatour wecurrent currently anticipate.expectations.

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

The table below details the approximate percentage of our revenue and expenses from continuing operations by transactional currency for the year ended December 31, 2024.2025.

Revenue for the year ended December 31, 20242025 was $9.9$9.7 billion, compared to $9.5$9.9 billion for the year ended December 31, 2023,2024, ana increasedecrease of $447$222 million, or 5%,2%, on an as-reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the year ended December 31, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increasesincrease in both as-reported and organic revenue werewas driven by strong performances in both segments. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within this Item 7 of this Annual Report on Form 10-K.

Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the year ended December 31, 2024,2025, currency translation decreasedincreased our consolidated revenue by $19$89 million. The primary currencycurrencies driving this change waswere the ArgentineEuro Peso.and Pound Sterling.

Definitions of Constant Currency Change and Organic Change are included in the section entitled ‘Non-GAAP Financial Measures’ elsewhere within this Item 7 of this Annual Report on Form 10-K.

The Health, Wealth & Career (‘HWC’) segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall. Our portfolio of services supports the interrelated challenges that the management teams of our clients face across human resources and finance.

HWC is the larger of the two segments of the Company, generating approximately 59%55% of our segment revenue for the year ended December 31, 2024.2025. Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing,Outsourcing (‘BDO’), the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace.

HWC segment revenue for the years ended December 31, 20242025 and 20232024 was $5.8$5.3 billion and $5.6$5.8 billion, respectively. OrganicHealth delivered organic revenue growth in Healthall wasregions, achievedled by double-digit increases across allInternational regionswhich withbenefited thefrom continuedstrong expansionnew ofbusiness ourand Globalgeographic Benefits Management client portfolio being a meaningful driver. Ourexpansion. Wealth businesses generated organic revenue growth from our Investments-related solutions and higher levels of Retirement work.work Careerglobally, had organic revenue growth from increased survey sales, product revenue and advisory project work. Benefits Delivery & Outsourcing revenue was materially flat, asalongside growth in Outsourcingour fromInvestments regulatory-drivenbusiness. Career reported revenue growth, largely driven by an uptick in advisory work in Europe and increased compensation survey sales globally. BDO increased primarily due to robust project and core administrative work andin new-clientEurope, winsalongside washigher largely offset by decreasedcommission revenue in TRANZACT.Individual Marketplace.

HWC segment operating income for both the years ended December 31, 20242025 and 20232024 was $1.7 billion and $1.6 billion, respectively.billion. HWC segment operating income increaseddeclined due primarily to transformation savingsslightly as wellimprovements asfrom operating leverageefficiencies drivenwere offset by organicthe revenueoperating growthincome andlost disciplinedfrom expensesale management.of TRANZACT.

R&B segment revenue for the years ended December 31, 20242025 and 20232024 was $4.0$4.3 billion and $3.7$4.0 billion, respectively. Corporate Risk & Broking had organic revenue growth primarilylargely driven by the success of our global specialties model, with higher levels of new business activity andalong with strong client retention and renewal increases across all geographies.regions. Insurance Consulting and Technology had modest organic revenue growth wasdriven drivenprimarily by strongthe softwareTechnology sales in Technology, which was partially offset by a decline in demand for discretionary services.practice.

R&B segment operating income for the years ended December 31, 20242025 and 20232024 was $958$1.1 millionbillion and $813$958 million, respectively. R&B segment operating income increased due primarily to operating leverage driven by strong organic revenue growth and disciplined expense management, as well as transformation savings.growth.

Total costs of providing services for the year ended December 31, 20242025 were $9.3$7.5 billion, compared to $8.1$9.3 billion for the year ended December 31, 2023,2024, ana increasedecrease of $1.2$1.8 billion, or 15%. This increase resulted from the impairment expense associated with the sale of our TRANZACT business in the current year (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).20%. See the following discussion for further details.

Salaries and benefits for the year ended December 31, 20242025 were $5.5$5.6 billion, compared to $5.3$5.5 billion for the year ended December 31, 2023,2024, an increase of $158$123 million, or 3%.2%. The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and higher incentiveshare-based andcompensation benefit costs for the year.costs.

Other operating expenses include occupancy, legal, marketing, licenses, royalties, supplies, technology, printing and telephone costs, as well as insurance, including premiums on excess insurance and losses on professional liability claims, travel by colleagues, publications, professional subscriptions and development, recruitment, other professional fees and irrecoverable value-added and sales taxes. Additionally, other operating expenses included costs historically allocated to our Willis Re business which are partially offset by fees under a cost reimbursement Transition Services Agreement (‘TSA’; see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K) with Arthur J. Gallagher & Co. (‘Gallagher’).

DepreciationOther representsoperating the expense incurred over the useful lives of our tangible fixed assets and internally-developed software. Depreciationexpenses for the year ended December 31, 20242025 waswere $230$1.4 million,billion, compared to $242$1.8 millionbillion for the year ended December 31, 2023,2024, a decrease of $12$425 million, or 5%.23%. The year-over-year decrease was primarily due to alower marketing expenses attributable to the sale of our TRANZACT business on December 31, 2024, decreased office expenses, and lower depreciableprofessional base of assets resulting from disposals associated with our Transformation programservices and aoccupancy lowercosts, dollarpartially valueoffset ofby assetshigher placednon-income-related intax serviceexpense duringfor the pastcurrent fewyear years.as compared to the prior year.

Amortization represents the amortization of acquired intangible assets, including acquiredcustomer relationships, trade names and internally-developed software. Amortization for the year ended December 31, 20242025 was $226$192 million, compared to $263$226 million for the year ended December 31, 2023,2024, a decrease of $37$34 million, or 14%.15%. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets has decreased and will continue to decrease over time.

Restructuring costs for the yearsyear ended December 31, 2024 and 2023 werewas $61 million and $68 million, respectively. Restructuring costs in both the current year and prior year primarily related to the real estate rationalization component of theour completed Transformation program commenced by the Company during the fourth quarter of 2021 and completed as of December 31, 2024 (see Transformation Program within this section and Note 6 — Restructuring Costs within Item 8 of this Annual Report on Form 10-K).

Transaction and transformation costs for the year ended December 31, 20242025 were $409$23 million, compared to $386$409 million for the year ended December 31, 2023,2024, ana increasedecrease of $23$386 million. Transaction and transformation costs forin the current year were highercomprised of transaction-related costs, and costs incurred in the prior year primarily dueincluded to increased lease terminationconsulting and compensation costs related to our completed Transformation program (see ‘Transformation Program’ elsewhere within this Item 7) incurred in the current year as compared to the prior year.program.

Income from operations for the year ended December 31, 20242025 was $627$2.2 million,billion, compared to $1.4$627 billionmillion for the year ended December 31, 2023,2024, aan decreaseincrease of $738$1.6 million.billion. This decreaseincrease resulted primarily from the current-year absence of impairment expense associated with the prior-year sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higherlower salary expensetransformation and increasedtransaction incentivecosts due to the completion of our Transformation program during the fourth quarter of 2024, lower marketing expenses, decreased office expenses and benefitlower professional services costs in the current year, partially offset by higherlower revenue indue to the currentprior-year year.sale of our TRANZACT business.

Interest expense for the years ended December 31, 20242025 and 20232024 was $263$260 million and $235$263 million, respectively. Interest expense, which is attributable primarily to our senior notes, increaseddecreased by $28$3 million for the year ended December 31, 2024,2025, which was primarily thedue result ofto a greaterlower average level of indebtedness in the current year and the higher interest rate-bearing senior notes issued by the Company during the last two years.year.

Other (loss)/income, net for the year ended December 31, 20242025 was a loss of $260$21 million, compared to incomea loss of $149$262 million for the year ended December 31, 2023,2024, a decreasedecreased loss of $409$241 million. ThisThe decreasedecreased 2025 loss was mostlyprimarily due to gains on disposals of operations in the netcurrent year, as compared to the significant loss on disposal in the currentprior year, which is primarilywas attributable to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K),business, partially offset by lower pension income, which was a result of a significant pension settlement in the current year, and the recognition of a $750 million earnout related to the 2021 divestituresale of our Willis Re business which is expected to bewas received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures and Note 13 — Retirement Benefits within Item 8 of this Annual Report on Form 10-K).

Provision for income taxes for the year ended December 31, 20242025 was $192$318 million, compared to $215$192 million for the year ended December 31, 2023.2024. The effective tax rates for the years ended December 31, 20242025 and 20232024 were 184.7%16.3% and 16.8%,188.8%, respectively. These effective tax rates are calculated using extended values from our consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year effective tax rate includes a $79 million tax benefit adjustment related to both the final allocation of the Willis Re earnout received and a change in uncertain tax positions. The prior-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions. The prior-year effective tax rate includes a $20 million tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law.

Net Income/(Loss)/Income Attributable to WTW

Net lossincome attributable to WTW for the year ended December 31, 20242025 was $98$1.6 million,billion, compared to incomea net loss of $1.1$98 billionmillion for the year ended December 31, 2023,2024, aan decreaseincrease of $1.2$1.7 billion. This decreaseincrease resulted primarily resulted from the current-year absence of loss on disposal and impairment expense associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higherin salarythe expenseprior year, lower transformation and increasedtransaction incentivecosts due to the completion of our Transformation program during the fourth quarter of 2024, and benefitlower costsmarketing inexpenses for the current year, partially offset by thehigher recognitiontax ofexpense adue $750to millionprior-year earnouttax relatedbenefits attributable to the 2021losses divestitureassociated ofwith ourthe WillisTRANZACT Resale businessas whichwell isas expectedlower revenue due to be received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), and higher revenue in the current year.sale.

Our principal sources of liquidity funding our short-term and long-term obligations at December 31, 2025 are funds generated by operating activities, available cash and cash equivalents and amounts available under our revolving credit facility and any new debt offerings. These sources of liquidity will fund our short-term and long-term obligations at December 31, 2024. Our most significant long-term obligations include mandatory debt and related interest, operating leases and pension obligations and contributions to our qualified pension plans.

During the year ended December 31, 2025, we repurchased $1.6 billion of our outstanding shares and have authorization to repurchase an additional $1.3 billion under our share repurchase program (as further described below under ‘Share Repurchase Program’). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our share repurchase program (as further described below under ‘Share Repurchase Program’)Program has no termination date and may be suspended or discontinued at any time.

Events that could change the historical cash flow dynamics discussed above include significant changes in operating results, the receipt of significant earnout payments related to past divestitures, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or tax or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.

We are required under Irish law to have available ‘distributable profits’ to make share repurchases or pay dividends to shareholders. Distributable profits are created through the earnings of the Irish parent company and, among other methods, through intercompany dividends or a reduction in share capital approved by the High Court of Ireland. Distributable profits are not linked to a U.S. GAAP reported amount (e.g. retained earnings). At WTW's Annual General Meeting on June 8, 2022, its shareholders voted in favor of a proposed capital reduction. In accordance with Part 3 of the Irish Companies Act 2014 the Parent Company submitted an application to the High Court of Ireland to reduce its share premium account. On July 19, 2022, the High Court of Ireland approved a reduction of the share premium account of the Parent Company of approximately $9.5 billion, with the resulting balance being treated as realized profits of the Parent Company. The High Court of Ireland's order was registered with the Irish Companies Registration Office and became effective on July 21, 2022. We believe that we will have sufficient distributable profits for the foreseeable future.

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 the receipt of dividends or sale of the investments. We continue to have certain subsidiaries whose earnings have not been deemed permanently reinvested, for which we have been accruing estimates of the tax effects of such repatriation. Excluding these certain subsidiaries, we continue to assert that the historicalCompany cumulative earnings for the remainder of our subsidiaries have been reinvested indefinitely and therefore dohas not provideprovided for deferred taxes on outside basis differences in our investments, as these amounts.outside basis differences can either be repatriated in a nontaxable manner or are considered permanently reinvested. If future events, including material changes in estimates of cash, working capital, long-term investment requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of credits, may be necessary. Other potential sources of cash may be through the settlement of intercompany loans or return of capital distributions in a tax-efficient manner.

Our cash and cash equivalents at December 31, 20242025 and 20232024 totaled $1.9$3.1 billion and $1.4$1.9 billion, respectively. The increasesignificant of $466 millionchanges in cash from December 31, 20232024 to December 31, 20242025 waswere due primarily to $1.5$1.8 billion of net cash inflows from operatingoperations, activities$1.0 billion issuance of senior notes, receipt of the $750 million earnout related to the 2021 sale of our Willis Re business and proceeds$62 million associated with the settlement of $619a million,note primarilyreceivable fromrelated to the sale of TRANZACT,our Max Matthiessen subsidiary in 2020, partially offset by $901cash millionoutflows of $1.6 billion of share repurchases, $354$358 million of dividend payments, $245$229 million of capital expenditures and capitalized software additions and net$194 cash paid for acquisitionsmillion of $107other million.investing outflows.

ThereExcept for the risk factor discussed below, there are no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K, filed with the SEC on February 25, 2026. We urge you to read the risk factors contained therein.

Within our insurance and brokerage business, due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission revenue may vary widely between accounting periods. A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our revenue and operating margin. A ‘hard’ or ‘firming’ market, during which premium rates rise, generally has a favorable impact on our revenue and operating margin. Rates, however, vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, atAt the time of filing this Quarterly Report, wemarket areconditions seeingcontinue to soften, with the exception of U.S. Casualty and a softeningfew market.specialty product lines.

The markets for our advisory, technology and solutions, and marketplace services are affected by economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a company with expertise in human resources or risk management include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs. In that regard, we are focused on developing and implementing technology, data and analytic solutionssolutions, including evolving technology and artificial intelligence (‘AI’) solutions, for both internal operations and for maintaining industry standards and meeting client preferences.preferences (see the discussion of our artificial intelligence acceleration plan in Note 20 — Subsequent Event within Part I, Item 1 ‘Financial Statements,’ and in Part II, Item 1A – Risk Factors, and Item 5 – Other Information, in each case, included in this Quarterly Report on Form 10-Q). We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or our current expectations.

U.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, changes in U.S. policies across a broad range of areas and the speed with which such changes are or may be implemented, and the geopolitical conflicts and tensions in Russia, Ukraine and the Middle East.East creating or exacerbating those conditions, while also experiencing rapid development of evolving AI technologies driving growth and market performance for many industries. Although the length and impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions. Further, in addition to the direct impact of the continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), the global tariff landscape continues to shift rapidly,fluctuate, creating uncertainty for the business. This uncertainty may be exacerbated by U.S. legislation and other U.S. federal government actions, including the recent decision of the U.S. Supreme Court striking down tariffs imposed under the International Emergency Economic Powers Act. Additionally, indirect impacts from changes in tariffs and other legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could also negatively affect our business, operations and financial condition.

Revenue for the three months ended MarchJune 31,30, 2026 was $2.4$2.5 billion, compared to $2.2$2.3 billion for the three months ended MarchJune 31,30, 2025, an increase of $189$205 million, or 8%,9%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 3%5% for the three months ended MarchJune 31,30, 2026. Revenue for the six months ended June 30, 2026 was $4.9 billion, compared to $4.5 billion for the six months ended June 30, 2025, an increase of $394 million, or 9%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 4% for the six months ended June 30, 2026. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.

Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the three months ended MarchJune 31,30, 2026, currency translation increased our as-reported consolidated revenue by $100$21 million. The primary currency driving this change was the Euro. For the six months ended June 30, 2026, currency translation increased our consolidated revenue by $121 million. The primary currencies driving this change were the Euro and Pound Sterling.

The following table details our top five markets based on the percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the threesix months ended MarchJune 31,30, 2026. These figures do not represent the currency of the related revenue, which is presented in the next table.

The table below details the approximate percentage of our revenue and expenses by transactional currency for the threesix months ended MarchJune 31,30, 2026.

The following tabletables setsset forth the total revenue for the three and six months ended MarchJune 31,30, 2026 and 2025, and the components of the change in total revenue for the three and six months ended MarchJune 31,30, 2026, as compared to the prior-year period. The components of the revenue change may not add due to rounding.

Interest income did not contribute to organic change for the three and six months ended MarchJune 31,30, 2026.

Segment revenue excludes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursed expenses); however, these amounts are included in consolidated revenue, as required by applicable accounting standards and SEC rules. Segment operating income excludes certain costs, including (i) amortization of intangibles and (ii) certain transaction and integration expenses, and includes certain expense amounts which may be determined on both a direct and allocated basis. See Note 5 – Segment Information within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q for more information about how our segment revenue and segment operating income are calculated and for a reconciliation to our U.S. GAAP results.

The following table sets forth HWC revenue for the three months ended MarchJune 31,30, 2026 and 2025, and the components of the change in revenue for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025.

HWC segment revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $1.3 billion and $1.2 billion, respectively. Health delivered organic revenue growth drivenwith bypositive strongcontributions performancefrom acrossall international markets driven by new business wins and renewals.regions. Wealth generated organic revenue growth supported by higher levels of retirement work across all regions, alongside growth in the Investments business.regions. Career revenue was flat on an organic revenue declinedbasis as clientsincreased deferredlevels discretionaryof communications project work amidand geopoliticalbroad-based uncertaintypay work were offset by constrained revenue in the Middle East.East Careerdue alsoto sawthe clientsongoing delaying projects with a moderation in advisory-related demand in North America, partially offset by growth outside North America.conflict. BD&O organic revenue declinedincreased modestly,organically as expanded projectsproject work, new client wins and administrationregulatory engagementsdriven work in Outsourcing were partially offset by lower commissions in Individual Marketplace.

HWC segment operating income for the three months ended MarchJune 31,30, 2026 and 2025 was $346$306 million and $311$280 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.

The following table sets forth R&B revenue for the three months ended MarchJune 31,30, 2026 and 2025, and the components of the change in revenue for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025.

R&B segment revenue for the three months ended MarchJune 31,30, 2026 and 2025 was $1.1$1.2 billion and $1.0 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice.

R&B segment operating income for the three months ended MarchJune 31,30, 2026 and 2025 was $252$258 million and $226$222 million, respectively. R&B segment operating income increased primarily due to expenseoperating discipline and the impact of foreign exchange.leverage.

Total costs of providing services for the three months ended MarchJune 31,30, 2026 were $2.0$2.1 billion, compared to $1.8$1.9 billion for the three months ended MarchJune 31,30, 2025, an increase of $173$209 million, or 11%. Total costs of providing services for the six months ended June 30, 2026 were $4.1 billion, compared to $3.7 billion for the six months ended June 30, 2025, an increase of $382 million, or 10%. See the following discussion for further details.

Salaries and benefits for the three months ended MarchJune 31,30, 2026 were $1.4$1.6 billion, compared to $1.3$1.4 billion for the three months ended MarchJune 31,30, 2025, an increase of $110$102 million.million, Theor 7%. Approximately one-third of this increase inresulted from the currentacquisitions yearof Newfront and Cushon, and the remaining increase is primarily due to higher salary expense, driven by annual salary increases, increased incentive costs and higher benefit costs, primarily increased medical expenses,expenses. Salaries and benefits, as a percentage of revenue, represented 63% and 64% for the currentthree year.months ended June 30, 2026 and 2025, respectively.

Other operating expenses for the three months ended MarchJune 31,30, 2026 were $385$380 million, compared to $365$336 million for the three months ended MarchJune 31,30, 2025, an increase of $20$44 million.million, or 13%. The increase was primarily due to higher non-income-related tax expense, higher professional services costs and increased local office expenses, partially offset by lower non-income-related tax expenseexpenses for the currentcurrent-year yearperiod as compared to the priorprior-year year.period.

DepreciationOther operating expenses for the threesix months ended MarchJune 31,30, 2026 waswere $56$765 million, compared to $54$701 million for the threesix months ended MarchJune 31,30, 2025, an increase of $2$64 million.million or 9%. The year-over-year increase was primarily due to a higher depreciableprofessional baseservices ofcosts assetsand resultingincreased fromlocal additionaloffice assetsexpenses placedfor inthe servicecurrent duringyear 2026.as compared to the prior year.

Amortization for both the three months ended MarchJune 31,30, 2026 andwas 2025$55 million, compared to $49 million for the three months ended June 30, 2025, an increase of $6 million, or 12%. Amortization for the six months ended June 30, 2026 was $48$103 million.million, compared to $97 million for the six months ended June 30, 2025, an increase of $6 million, or 6%. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets will begin to increase over time as a result of our recent and proposed acquisitions.

Transaction and integration expenses for the three and six months ended MarchJune 31,30, 2026 were $41$61 million and $102 million, respectively, and primarily included transaction-related costs and incremental share-based compensation and transaction-related costs attributable to our Newfront acquisition completed during the first quarter of 2026. See Note 3 — Acquisitions and Note 17 — Share-based Compensation for more information.

Income from operations for the three months ended MarchJune 31,30, 2026 was $448$364 million, compared to $432$368 million for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $16$4 million. This increasedecrease resulted primarily from increased salary expense and incentive and benefits costs, higher transaction and integration expenses, and higher non-income-related tax expense and professional services costs, partially offset by higher revenue in the currentcurrent-year year, partially offset by increased salary expense and benefits costs, and higher transaction and integration expense in the current year,period, as compared to the priorprior-year year.period.

Interest expense for the three months ended MarchJune 31,30, 2026 was $77$78 million, compared to $65$64 million for the three months ended MarchJune 31,30, 2025, an increase of $12$14 million.million, Thisor 22%. Interest expense for the six months ended June 30, 2026 was $155 million as compared to $129 million for the six months ended June 30, 2025, an increase wasof $26 million or 20%. These increases were primarily due to new senior notes issued by the Company during the fourth quarter of 2025.2025 and interest expense associated with the recent drawdowns of our $775 million delayed draw term loan (the ‘DDTL’).

Other income/(loss), net for the three months ended MarchJune 31,30, 2026 was income of $5$6 million, compared to a lossincome of $64$9 million for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $69$3 million. The increasedecrease was due primarily to higherlower pension income, which resulted from the absence of a significant non-recurring pension settlement cost recognizedincome in the priorcurrent-year year.period.

Provision for/(Benefit from) Income Taxes

Provision for income taxes for the three months ended MarchJune 31,30, 2026 was $70$57 million, compared to $65a benefit of $21 million for the three months ended MarchJune 31,30, 2025, an increase of $5$78 million. The effective tax rate was 18.6%19.8% for the three months ended MarchJune 31,30, 2026, and 21.5%(6.8)% for the three months ended MarchJune 31,30, 2025. Provision for income taxes for the six months ended June 30, 2026 was $127 million, compared to $44 million for the six months ended June 20, 2025, an increase of $83 million. The effective tax rate was 19.1% for the six months ended June 30, 2026 and 7.1% for the six months ended June 30, 2025. 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-yearprior-year effective tax raterates iswere lower primarily due to afavorable discrete items including an adjustment to the tax benefitprovision associated with the earnout received from the sale of our Willis Re business, and changes in themeasurement U.K.for relatedexisting touncertain deferredtax revenue.positions.

Net income attributable to WTW for the three months ended MarchJune 31,30, 2026 was $297$229 million, compared to $235$331 million for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $62$102 million.million, or 31%. This increasedecrease resulted primarily from increased salary expense and incentive and benefits costs, higher income tax expense, higher transaction and integration expenses, and increased non-income-related tax expense and professional services costs, partially offset by higher revenue in the currentcurrent-year year and higher pension income, partially offset by increased salary expense and benefits costs, and higher transaction and integration expense in the current yearperiod, as compared to the priorprior-year year.period.

Our principal sources of liquidity are funds generated by operating activities, available cash and cash equivalents, amounts available under our revolving credit facilityfacility, andthe delayed draw term loanDDTL and any new debt offerings.

Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that the Company has access to sufficient liquidity to meet our cash needs for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and $225 million available to draw against our recently-acquired $775 million delayed draw term loan (the ‘DDTL’).facility. During the firstsix quartermonths ofended June 30, 2026, we used the net proceeds from our December 2025 $1.0 billion senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, to pay the consideration, and related fees, costs and expenses, for our acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), which was completed on January 27, 2026. In addition, we used borrowings against our $775 million DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest and to fund our Cushon acquisition (see Note 3 — Acquisitions and Note 9 — Debt within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).

During the firstsix quartermonths ofended June 30, 2026, we repurchased $300$750 million of our outstanding shares and have authorization to repurchase an additional $992$542 million under our share repurchase program (as further described below under ‘Share Repurchase Program’). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our Share Repurchase Program has no termination date and may be suspended or discontinued at any time.

Our cash and cash equivalents at MarchJune 31,30, 2026 totaled $1.9$1.6 billion, compared to $3.1 billion at December 31, 2025. The significant change in cash from December 31, 2025 to MarchJune 31,30, 2026 was primarily due to cash outflows of $792$1.0 millionbillion associated with our Newfront acquisition,and $300Cushon acquisitions, and $750 million of share repurchases and $88 million of dividend payments.repurchases.

Additionally, at MarchJune 31,30, 2026 and December 31, 2025, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and $225 million available to draw against our recently-acquired $775 million DDTL.facility.

Included within cash and cash equivalents at MarchJune 31,30, 2026 and December 31, 2025 are amounts held for regulatory capital adequacy requirements, including $85$93 million and $105 million, respectively, within our regulated U.K. entities.

The following table presents the summarized condensed consolidated cash flow information for the threesix months ended MarchJune 31,30, 2026 and 2025:

Cash Flows Used InFrom Operating Activities

Cash flows used infrom operating activities were $10$474 million for the threesix months ended MarchJune 31,30, 2026, compared to cash flows used in operating activities of $35$326 million for the threesix months ended MarchJune 31,30, 2025. The $10$474 million of net cash used infrom operating activities for the threesix months ended MarchJune 31,30, 2026 included net income of $303$534 million and $157$370 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $470$430 million. The increase was primarily duedriven toby operating margin expansion and the abatement of remaining Transformation program cash outflows (this program was completed in December 2024), offset by increased transaction and integration expenses in the current year as compared to the prior year.expansion.

The $35$326 million of net cash used infrom operating activities for the threesix months ended MarchJune 31,30, 2025 included net income of $239$571 million and $238$388 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $512$633 million.

Cash Flows (Used In)/From Investing Activities

Cash flows used in investing activities for the threesix months ended MarchJune 31,30, 2026 were $840$1.2 millionbillion as compared to $84cash flows from investing activities of $612 million for the threesix months ended MarchJune 31,30, 2025. The cash flows used in investing activities in the current year were primarily driven by the acquisitionacquisitions of Newfront,Newfront and Cushon, as well as capital expenditures, including software additions, partiallyand offsetcontributions made by the salesCompany ofto available-for-saleits securities.investments in associates. The cash flows used infrom investing activities in the prior year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, and our net purchases of held-to-maturity and available-for-sale securities.

Cash Flows (Used In)/From Financing Activities

Cash flows used in financing activities for the threesix months ended MarchJune 31,30, 2026 were $203$611 million. The significant financing activities included repayments of debt of $551$552 million, share repurchases of $300$750 million and dividend payments of $88$178 million, partially offset by net borrowings of other debt of $549$771 million and net proceeds from fiduciary funds held for clients of $192$159 million.

Cash flows fromused in financing activities for the threesix months ended MarchJune 31,30, 2025 were $24$800 million. The significant financing activities included share repurchases of $700 million and dividend payments of $179 million, partially offset by net proceeds from fiduciary funds held for clients of $315 million, partially offset by share repurchases of $200 million and dividend payments of $88$141 million.

Total debt, total equity, and the capitalization ratios at MarchJune 31,30, 2026 and December 31, 2025 were as follows:

At MarchJune 31,30, 2026 and December 31, 2025, we were in compliance with all financial covenants.

At MarchJune 31,30, 2026 and December 31, 2025, we had fiduciary funds of $4.0 billion and $3.8 billion, respectively.

On SeptemberJuly 16,28, 2025,2026, the board of directors approved a $1.5 billion increase to the existing share repurchase program and on September 16, 2025, approved a $1.5 billion increase to the existing share repurchase program. ThisThese increaseincreases brought the total approved authorization, since the announcement of the program on April 20, 2016, to $11.7$13.2 billion.