SEC Filing | Willis Towers Watson

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ___________

Commission File Number: 001-16503

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)


Ireland (Jurisdiction of incorporation or organization)		98-0352587 (I.R.S. Employer Identification No.)

c/o Willis Group Limited 51 Lime Street, London EC3M 7DQ, England (Address of principal executive offices)		(011) 44-20-3124-6000 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

     Ordinary Shares, nominal value $0.000304635 per share

    WTW

    NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘large accelerated filer’, ‘accelerated filer’, ‘smaller reporting company’, and ‘emerging growth company’ in Rule 12b-2 of the Exchange Act.


Large accelerated filer		Accelerated filer		Non-accelerated filer		Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No 

As of July 22, 2024, there were outstanding 101,555,915 ordinary shares, nominal value $0.000304635 per share, of the registrant.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

INDEX TO FORM 10-Q

For the Three and Six Months Ended June 30, 2024


		Page
Certain Definitions		3
Disclaimer Regarding Forward-looking Statements		4

PART I. FINANCIAL INFORMATION		7
Item 1. Financial Statements (Unaudited)		7
Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2024 and 2023		7
Condensed Consolidated Balance Sheets - June 30, 2024 and December 31, 2023		8
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2024 and 2023		9
Condensed Consolidated Statements of Changes in Equity - Three and Six Months Ended June 30, 2024 and 2023		10
Notes to the Condensed Consolidated Financial Statements		12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		48
Item 4. Controls and Procedures		48

PART II. OTHER INFORMATION		49
Item 1. Legal Proceedings		49
Item 1A. Risk Factors		49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		50
Item 3. Defaults Upon Senior Securities		50
Item 4. Mine Safety Disclosures		50
Item 5. Other Information		50
Item 6. Exhibits		51
Signatures		52

Certain Definitions

The following definitions apply throughout this quarterly report unless the context requires otherwise:


‘We’, ‘Us’, ‘Company’, ‘Willis Towers Watson’, ‘Our’, ‘Willis Towers Watson plc’ or ‘WTW’		Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland, and its subsidiaries

‘shares’		The ordinary shares of Willis Towers Watson Public Limited Company, nominal value $0.000304635 per share

‘TRANZACT’		TZ Holdings, Inc. and its subsidiaries, doing business as TRANZACT

‘U.S.’		United States

‘U.K.’		United Kingdom

‘E.U.’		European Union or European Union 27 (the number of member countries following the United Kingdom’s exit)

‘U.S. GAAP’		United States Generally Accepted Accounting Principles

‘FASB’		Financial Accounting Standards Board

‘ASC’		Accounting Standards Codification

‘ASU’		Accounting Standards Update

‘SEC’		United States Securities and Exchange Commission

‘EBITDA’		Earnings before Interest, Taxes, Depreciation and Amortization

Disclaimer Regarding Forward-looking Statements

We have included in this document ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; plans and references to future performance, including our future financial and operating results (including our revenue, costs, or margins), short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to organic revenue growth, free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share; future share repurchases; demand for our services and competitive strengths; strategic goals; existing and evolving business strategies including those related to acquisition and disposition activity; the benefits of new initiatives; the growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational, and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives including our multi-year operational transformation program; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; the impact of changes to tax laws on our financial results; and our recognition of future impairment charges or write-off of receivables, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following:

•

our ability to successfully establish, execute and achieve our global business strategy as it evolves;

•

our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions;

•

our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired businesses or de-integrate businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration;

•

our ability to successfully manage ongoing organizational changes, including as part of our multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities and related to changes in leadership in any of our businesses;

•

risks relating to changes in our management structures and in senior leadership;

•

our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement;

•

the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates and changes in trade policies;

•

the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein;

•

the risks relating to the adverse impacts of macroeconomic trends, including inflation, changes in interest rates and trade policies, as well as political events, war, such as the Russia-Ukraine and Israel-Hamas wars, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, which could have a material adverse effect on our business, financial condition, results of operations and long-term goals;

•

our ability to successfully hedge against fluctuations in foreign currency rates;

•

the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations;

•

material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents;

•

our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence;

•

the risks relating to the transitional arrangements in effect subsequent to our previously-completed sale of Willis Re to Arthur J. Gallagher & Co. (‘Gallagher’);

•

significant competition that we face and the potential for loss of market share and/or profitability;

•

the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales;

•

the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents;

•

the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation;

•

the risk of substantial negative outcomes on existing litigation or investigation matters;

•

changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations;

•

various claims, government inquiries or investigations or the potential for regulatory action;

•

our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions;

•

disasters or business continuity problems;

•

our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow;

•

our ability to properly identify and manage conflicts of interest;

•

reputational damage, including from association with third parties;

•

reliance on third-party service providers and suppliers;

•

the loss of key employees or a large number of employees and rehiring rates;

•

our ability to maintain our corporate culture;

•

doing business internationally, including the impact of foreign currency exchange rates;

•

compliance with extensive government regulation;

•

the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions;

•

our ability to effectively apply technology, data and analytics changes for internal operations, maintaining industry standards and meeting client preferences;

•

changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, any legislative actions from the current U.S. Congress, the recent Final Rule from the Centers for Medicare & Medicaid Services (‘CMS’) for contract year 2025 and any judicial claims, rulings and appeals related thereto, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our Medicare benefits businesses such as TRANZACT;

•

the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others;

•

fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share;

•

our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each;

•

our ability to obtain financing on favorable terms or at all;

•

adverse changes in our credit ratings;

•

the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate;

•

U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares;

•

changes in accounting principles, estimates or assumptions;

•

our recognition of future impairment charges or write-off of receivables;

•

risks relating to or arising from environmental, social and governance (‘ESG’) practices;

•

fluctuation in revenue against our relatively fixed or higher-than-expected expenses;

•

the risk that investment levels, including cash spending to achieve additional expected savings under our multi-year operational transformation program, increase;

•

the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and

•

our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Comprehensive Income

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

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue	$	2,265		$	2,159		$	4,606		$	4,403
Costs of providing services
Salaries and benefits		1,397			1,347			2,739			2,660
Other operating expenses		439			433			896			886
Depreciation		57			64			116			124
Amortization		60			70			120			141
Restructuring costs		3			10			21			13
Transaction and transformation		97			93			222			152
Total costs of providing services		2,053			2,017			4,114			3,976
Income from operations		212			142			492			427
Interest expense		(68	)		(57	)		(132	)		(111	)
Other income, net		24			35			50			60
INCOME FROM OPERATIONS BEFORE INCOME TAXES		168			120			410			376
Provision for income taxes		(26	)		(24	)		(74	)		(74	)
NET INCOME		142			96			336			302
Income attributable to non-controlling interests		(1	)		(2	)		(5	)		(5	)
NET INCOME ATTRIBUTABLE TO WTW	$	141		$	94		$	331		$	297

EARNINGS PER SHARE
Basic earnings per share	$	1.37		$	0.88		$	3.22		$	2.78
Diluted earnings per share	$	1.36		$	0.88		$	3.20		$	2.77

Comprehensive income before non-controlling interests	$	126		$	124		$	271		$	383
Comprehensive income attributable to non-controlling interests		(1	)		(2	)		(5	)		(5	)
Comprehensive income attributable to WTW	$	125		$	122		$	266		$	378

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Balance Sheets

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

(Unaudited)


	June 30, 2024			December 31, 2023
ASSETS
Cash and cash equivalents	$	1,247		$	1,424
Fiduciary assets		9,925			9,073
Accounts receivable, net		2,425			2,572
Prepaid and other current assets		432			364
Total current assets		14,029			13,433
Fixed assets, net		709			720
Goodwill		10,184			10,195
Other intangible assets, net		1,898			2,016
Right-of-use assets		536			565
Pension benefits assets		611			588
Other non-current assets		1,655			1,573
Total non-current assets		15,593			15,657
TOTAL ASSETS	$	29,622		$	29,090
LIABILITIES AND EQUITY
Fiduciary liabilities	$	9,925		$	9,073
Deferred revenue and accrued expenses		1,891			2,104
Current debt		—			650
Current lease liabilities		118			125
Other current liabilities		740			678
Total current liabilities		12,674			12,630
Long-term debt		5,307			4,567
Liability for pension benefits		505			563
Deferred tax liabilities		552			542
Provision for liabilities		409			365
Long-term lease liabilities		564			592
Other non-current liabilities		196			238
Total non-current liabilities		7,533			6,867
TOTAL LIABILITIES		20,207			19,497
COMMITMENTS AND CONTINGENCIES
EQUITY (i)
Additional paid-in capital		10,943			10,910
Retained earnings		1,315			1,466
Accumulated other comprehensive loss, net of tax		(2,921	)		(2,856	)
Total WTW shareholders’ equity		9,337			9,520
Non-controlling interests		78			73
Total equity		9,415			9,593
TOTAL LIABILITIES AND EQUITY	$	29,622		$	29,090

(i)

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

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)


	Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME	$	336		$	302
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation		116			124
Amortization		120			141
Non-cash restructuring charges		12			8
Non-cash lease expense		49			58
Net periodic benefit of defined benefit pension plans		(11	)		(11	)
Provision for doubtful receivables from clients		10			5
Benefit from deferred income taxes		(25	)		(37	)
Share-based compensation		54			58
Net gain on disposal of operations		—			(3	)
Non-cash foreign exchange (gain)/loss		(12	)		6
Other, net		22			16
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable		118			164
Other assets		(161	)		(81	)
Other liabilities		(242	)		(346	)
Provisions		45			26
Net cash from operating activities		431			430
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		(70	)		(80	)
Capitalized software costs		(56	)		(41	)
Acquisitions of operations, net of cash acquired		(18	)		(4	)
Proceeds from sale of operations		—			9
Cash and fiduciary funds transferred in sale of operations		—			(916	)
Purchase of investments		(14	)		(3	)
Net cash used in investing activities		(158	)		(1,035	)
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
Senior notes issued		746			748
Debt issuance costs		(9	)		(6	)
Repayments of debt		(652	)		(2	)
Repurchase of shares		(301	)		(454	)
Net proceeds/(payments) from fiduciary funds held for clients		783			(194	)
Payments of deferred and contingent consideration related to acquisitions		—			(7	)
Cash paid for employee taxes on withholding shares		(24	)		(17	)
Dividends paid		(176	)		(177	)
Acquisitions of and dividends paid to non-controlling interests		(3	)		(4	)
Net cash from/(used in) financing activities		364			(113	)
INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)		637			(718	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(53	)		1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)		3,792			4,721
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)	$	4,376		$	4,004

(i)

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

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Changes in Equity

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

(Unaudited)


	Six Months Ended June 30, 2024
	Shares outstanding			Additional paid-in capital		Retained earnings			Treasury shares		AOCL (i)			Total WTW shareholders’ equity			Non-controlling interests			Total equity
Balance as of December 31, 2023		102,538		$	10,910	$	1,466		$	—	$	(2,856	)	$	9,520		$	73		$	9,593
Shares repurchased		(374	)		—		(101	)		—		—			(101	)		—			(101	)
Net income		—			—		190			—		—			190			4			194
Dividends declared ($0.88 per share)		—			—		(91	)		—		—			(91	)		—			(91	)
Dividends attributable to non-controlling interests		—			—		—			—		—			—			(1	)		(1	)
Other comprehensive loss		—			—		—			—		(49	)		(49	)		—			(49	)
Issuance of shares under employee stock compensation plans		49			—		—			—		—			—			—			—
Share-based compensation and net settlements		—			16		—			—		—			16			—			16
Additional non-controlling interests (ii)		—			—		—			—		—			—			3			3
Foreign currency translation		—			4		—			—		—			4			—			4
Balance as of March 31, 2024		102,213		$	10,930	$	1,464		$	—	$	(2,905	)	$	9,489		$	79		$	9,568
Shares repurchased		(775	)		—		(200	)		—		—			(200	)		—			(200	)
Net income		—			—		141			—		—			141			1			142
Dividends declared ($0.88 per share)		—			—		(90	)		—		—			(90	)		—			(90	)
Dividends attributable to non-controlling interests		—			—		—			—		—			—			(2	)		(2	)
Other comprehensive loss		—			—		—			—		(16	)		(16	)		—			(16	)
Issuance of shares under employee stock compensation plans		109			—		—			—		—			—			—			—
Share-based compensation and net settlements		—			12		—			—		—			12			—			12
Foreign currency translation		—			1		—			—		—			1			—			1
Balance as of June 30, 2024		101,547		$	10,943	$	1,315		$	—	$	(2,921	)	$	9,337		$	78		$	9,415

(i)

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

(ii)

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

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Changes in Equity

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

(Unaudited)


	Six Months Ended June 30, 2023
	Shares outstanding			Additional paid-in capital			Retained earnings			Treasury shares			AOCL (i)			Total WTW shareholders’ equity			Non-controlling interests			Total equity
Balance as of December 31, 2022		106,756		$	10,876		$	1,764		$	(3	)	$	(2,621	)	$	10,016		$	77		$	10,093
Shares repurchased		(432	)		(3	)		(104	)		3			—			(104	)		—			(104	)
Net income		—			—			203			—			—			203			3			206
Dividends declared ($0.84 per share)		—			—			(89	)		—			—			(89	)		—			(89	)
Other comprehensive income		—			—			—			—			53			53			—			53
Issuance of shares under employee stock compensation plans		59			—			—			—			—			—			—			—
Share-based compensation and net settlements		—			18			—			—			—			18			—			18
Foreign currency translation		—			(1	)		—			—			—			(1	)		—			(1	)
Balance as of March 31, 2023		106,383		$	10,890		$	1,774		$	—		$	(2,568	)	$	10,096		$	80		$	10,176
Shares repurchased		(1,537	)		—			(350	)		—			—			(350	)		—			(350	)
Net income		—			—			94			—			—			94			2			96
Dividends declared ($0.84 per share)		—			—			(89	)		—			—			(89	)		—			(89	)
Dividends attributable to non-controlling interests		—			—			—			—			—			—			(4	)		(4	)
Other comprehensive income		—			—			—			—			28			28			—			28
Issuance of shares under employee stock compensation plans		97			—			—			—			—			—			—			—
Share-based compensation and net settlements		—			20			—			—			—			20			—			20
Balance as of June 30, 2023		104,943		$	10,910		$	1,429		$	—		$	(2,540	)	$	9,799		$	78		$	9,877

(i)

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

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Notes to the Condensed Consolidated Financial Statements

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

(Unaudited)

Note 1 — Nature of Operations

Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. The Company has 48,000 colleagues serving more than 140 countries and markets.

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

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

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

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

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

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

Note 2 — Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.

Significant Accounting Policies

Employee Share Purchase Plan — In the second quarter of 2024, the Company launched an employee share purchase plan (‘ESPP’) which is initially available to colleagues in North America and certain other countries. The ESPP operates under the WTW Amended and Restated 2010 Employee Share Purchase Plan, as amended and restated on February 28, 2024. The ESPP allows eligible colleagues to defer a portion of their after-tax income during biannual six-month offering periods, at the end of which periods amounts

deferred are converted to shares using the Company’s closing share price on the last trading day of the applicable offering period with a 15% discount applied. The ESPP has 1,377,500 shares available for purchase. ASC 840, Distinguishing Liabilities from Equity, requires these deferred amounts to be recognized as liabilities, which we have included in other current liabilities on our accompanying condensed consolidated balance sheet until they are converted to shares on the purchase date.

Recent Accounting Pronouncements

Not Yet Adopted

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

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures for investors. The rules require disclosure of certain climate-related information in registration statements and annual reports on Form 10-K. For example, the rules require the notes to the financial statements to include disclosure regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds. Additionally, the rules also require certain other disclosures outside of the financial statements. Among other things, these requirements include Scope 1 (direct) and Scope 2 (indirect from purchased energy) greenhouse gas (‘GHG’) emissions, if material, which will be subject to assurance requirements that will be phased in, as well as governance, oversight and risk management disclosures, which include any transition plan adopted to manage material transition risk, and material climate targets and goals.

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

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

Adopted

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

Other Legislation

Inflation Reduction Act

The Inflation Reduction Act (the ‘IRA’) was enacted into law on August 16, 2022 and certain portions of the IRA became effective January 1, 2023. The IRA introduced, among other provisions, a share repurchase excise tax and a new Corporate Alternative

Minimum Tax (‘CAMT’) which imposes a 15% tax on the adjusted financial statement income of ‘applicable corporations’. New rules included in the proposed regulations issued on April 9, 2024 apply to share repurchases after April 12, 2024. The Company does not expect the excise tax or, to the extent applicable, CAMT to have a significant impact on its condensed consolidated financial statements.

Pillar Two

On October 8, 2021, the Organisation for Economic Co-operation and Development (‘OECD’) announced an international agreement with more than 140 countries to implement a two-pillar solution to address tax challenges arising from the digitalization of the economy. The agreement introduced rules that would result in the reallocation of certain taxing rights over multinational companies from their home countries to the markets where they have business activities and earn profits, regardless of physical presence (‘Pillar One’) and introduced a global corporate minimum tax of 15% for certain large multinational companies starting in 2024 (‘Pillar Two’). On December 20, 2021, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting released the Model Global Anti-Base Erosion (‘GloBE’) rules (the ‘OECD Model Rules’) under Pillar Two. On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two and this requires E.U. member states to enact domestic legislation to put Pillar Two into effect. In 2023, many E.U. countries enacted the necessary legislation (based on the OECD Model Rules) to implement Pillar Two in 2024. Ireland, in particular, enacted Pillar Two by signing Finance (No. 2) Bill 2023 into law in December 2023. Other countries and territories have indicated they will introduce Pillar Two beginning in 2025. While we do not anticipate that this legislation will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate.

Note 3 — Acquisitions and Divestitures

Acquisitions

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

Divestitures

Willis Re Divestiture

On August 13, 2021, the Company entered into a definitive security and asset purchase agreement (the ‘Willis Re SAPA’) to sell its treaty-reinsurance business (‘Willis Re’) to Arthur J. Gallagher & Co. (‘Gallagher’), a leading global provider of insurance, risk management and consulting services, for total upfront cash consideration of $3.25 billion plus an earnout payable in 2025 of up to $750 million in cash, subject to certain adjustments. The deal was subject to required regulatory approvals and clearances, as well as other customary closing conditions, and was completed on December 1, 2021.

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

A number of services are continuing under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW is providing Gallagher support including real estate leases, information technology, payroll, human resources and accounting. During the third quarter of 2023, the term for these services was extended from November 30, 2023 to May 31, 2024, and during the second quarter of 2024, the second of the two extensions allowed under the TSA was invoked and the term for these services was further extended to November 30, 2024. Fees earned under the TSA were $5 million and $11 million during the three and six months ended June 30, 2024, respectively, and $9 million and $18 million during the three and six months ended June 30, 2023, respectively, and have been recognized as a reduction to the costs incurred to service the TSA and are included within Other operating expenses on the condensed consolidated statements of comprehensive income. Costs incurred to service the TSA are expected to be reduced as part of the

Company’s Transformation program (see Note 6 — Restructuring Costs for a description of the program) as quickly as possible when the services are no longer required by Gallagher.

Note 4 — Revenue

Disaggregation of Revenue

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


	Three Months Ended June 30,
	HWC				R&B				Corporate (i)				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Broking	$	279	$	259	$	778	$	724	$	—	$	3	$	1,057	$	986
Consulting		651		643		97		87		—		4		748		734
Outsourced administration		257		245		17		17		—		—		274		262
Other		64		59		56		55		—		—		120		114
Total revenue by service offering		1,251		1,206		948		883		—		7		2,199		2,096
Reimbursable expenses and other (i)		15		18		3		3		2		1		20		22
Total revenue from customer contracts	$	1,266	$	1,224	$	951	$	886	$	2	$	8	$	2,219	$	2,118
Interest and other income		9		9		31		17		6		15		46		41
Total revenue	$	1,275	$	1,233	$	982	$	903	$	8	$	23	$	2,265	$	2,159


	Six Months Ended June 30,
	HWC				R&B				Corporate (i)				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Broking	$	614	$	548	$	1,520	$	1,415	$	—	$	8	$	2,134	$	1,971
Consulting		1,313		1,304		201		185		1		8		1,515		1,497
Outsourced administration		523		507		47		46		—		—		570		553
Other		128		128		127		122		—		—		255		250
Total revenue by service offering		2,578		2,487		1,895		1,768		1		16		4,474		4,271
Reimbursable expenses and other (i)		32		33		6		6		2		11		40		50
Total revenue from customer contracts	$	2,610	$	2,520	$	1,901	$	1,774	$	3	$	27	$	4,514	$	4,321
Interest and other income		18		15		62		36		12		31		92		82
Total revenue	$	2,628	$	2,535	$	1,963	$	1,810	$	15	$	58	$	4,606	$	4,403

(i)

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

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


	Three Months Ended June 30,
	HWC				R&B					Corporate				Total
	2024		2023		2024		2023			2024		2023		2024		2023
Book-of-business settlements	$	—	$	—	$	2	$	3		$	—	$	—	$	2	$	3
Interest income		9		6		29		15			6		14		44		35
Other income		—		3		—		(1	)		—		1		—		3
Total interest and other income	$	9	$	9	$	31	$	17		$	6	$	15	$	46	$	41


	Six Months Ended June 30,
	HWC				R&B					Corporate				Total
	2024		2023		2024		2023			2024		2023		2024		2023
Book-of-business settlements	$	—	$	—	$	4	$	10		$	—	$	—	$	4	$	10
Interest income		18		11		57		27			12		29		87		67
Other income		—		4		1		(1	)		—		2		1		5
Total interest and other income	$	18	$	15	$	62	$	36		$	12	$	31	$	92	$	82

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

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


	Three Months Ended June 30,
	HWC				R&B				Corporate				Total
	2024		2023		2024		2023		2024		2023		2024		2023
North America	$	810	$	792	$	386	$	355	$	—	$	2	$	1,196	$	1,149
Europe		335		315		409		389		—		4		744		708
International		106		99		153		139		—		1		259		239
Total revenue by geography	$	1,251	$	1,206	$	948	$	883	$	—	$	7	$	2,199	$	2,096


	Six Months Ended June 30,
	HWC				R&B				Corporate				Total
	2024		2023		2024		2023		2024		2023		2024		2023
North America	$	1,650	$	1,615	$	692	$	646	$	—	$	3	$	2,342	$	2,264
Europe		707		661		920		860		1		11		1,628		1,532
International		221		211		283		262		—		2		504		475
Total revenue by geography	$	2,578	$	2,487	$	1,895	$	1,768	$	1	$	16	$	4,474	$	4,271

Contract Balances

The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
Billed receivables, net of allowance for doubtful accounts of $39 million and $34 million	$	1,558	$	1,581
Unbilled receivables		536		491
Current contract assets		331		500
Accounts receivable, net	$	2,425	$	2,572
Non-current accounts receivable, net	$	16	$	19
Non-current contract assets	$	925	$	909
Deferred revenue	$	765	$	677

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

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

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied as of June 30, 2024 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration.

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

•

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

•

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


	Remainder of 2024		2025		2026 onward		Total
Revenue expected to be recognized on contracts as of June 30, 2024	$	275	$	432	$	573	$	1,280

Since most of the Company’s contracts are cancellable with less than one year’s notice and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of June 30, 2024 have been excluded from the table above.

Note 5 — Segment Information

WTW has two reportable operating segments or business areas:

•

Health, Wealth & Career (‘HWC’); and

•

Risk & Broking (‘R&B’).

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

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

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


	Three Months Ended June 30,
	HWC				R&B				Total
	2024		2023		2024		2023		2024		2023
Segment revenue	$	1,260	$	1,215	$	979	$	900	$	2,239	$	2,115

Segment operating income	$	276	$	222	$	202	$	145	$	478	$	367

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


	Six Months Ended June 30,
	HWC				R&B				Total
	2024		2023		2024		2023		2024		2023
Segment revenue	$	2,596	$	2,502	$	1,957	$	1,804	$	4,553	$	4,306

Segment operating income	$	612	$	531	$	405	$	325	$	1,017	$	856

The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statements of comprehensive income amounts reported for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue:
Total segment revenue	$	2,239		$	2,115		$	4,553		$	4,306
Reimbursable expenses and other		26			44			53			97
Revenue	$	2,265		$	2,159		$	4,606		$	4,403

Total segment operating income	$	478		$	367		$	1,017		$	856
Amortization		(60	)		(70	)		(120	)		(141	)
Restructuring costs (i)		(3	)		(10	)		(21	)		(13	)
Transaction and transformation (ii)		(97	)		(93	)		(222	)		(152	)
Unallocated, net (iii)		(106	)		(52	)		(162	)		(123	)
Income from operations		212			142			492			427
Interest expense		(68	)		(57	)		(132	)		(111	)
Other income, net		24			35			50			60
Income from operations before income taxes	$	168		$	120		$	410		$	376

(i)

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

(ii)

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

(iii)

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

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

Note 6 — Restructuring Costs

In the fourth quarter of 2021, the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working. During the fourth quarter of 2023, we revised the expected costs and savings under the program and we currently expect the program to generate annual cost savings in excess of $450 million by the end of 2024. The program is expected to incur cumulative costs of approximately $1.045 billion and capital expenditures of approximately $130 million, for a total investment of $1.175 billion. The main categories of charges have been in the following four areas:

•

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

•

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

•

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

•

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

Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. Other costs incurred under the Transformation program are included in transaction and transformation and were $86 million and $205 million during the three and six months ended June 30, 2024, respectively, and $82 million and $127 million during the three and six months ended June 30, 2023, respectively. An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to June 30, 2024, is as follows:


	HWC		R&B		Corporate		Total
2021
Real estate rationalization	$	—	$	—	$	19	$	19
Technology modernization		—		5		—		5
Process optimization		—		—		—		—
Other		—		—		2		2
2022
Real estate rationalization		—		—		79		79
Technology modernization		—		3		16		19
Process optimization		1		—		—		1
Other		—		—		—		—
2023
Real estate rationalization		—		—		46		46
Technology modernization		2		5		15		22
Process optimization		—		—		—		—
Other		—		—		—		—
2024
Real estate rationalization		—		—		21		21
Technology modernization		—		—		—		—
Process optimization		—		—		—		—
Other		—		—		—		—
Total
Real estate rationalization		—		—		165		165
Technology modernization		2		13		31		46
Process optimization		1		—		—		1
Other		—		—		2		2
Total	$	3	$	13	$	198	$	214

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


	Real estate rationalization			Technology modernization			Process optimization			Other			Total
Balance at October 1, 2021	$	—		$	—		$	—		$	—		$	—
Charges incurred		—			—			—			2			2
Cash payments		—			—			—			(1	)		(1	)
Balance at December 31, 2021		—			—			—			1			1
Charges incurred		27			—			1			—			28
Cash payments		(21	)		—			(1	)		(1	)		(23	)
Balance at December 31, 2022		6			—			—			—			6
Charges incurred		22			8			—			—			30
Cash payments		(25	)		—			—			—			(25	)
Balance at December 31, 2023		3			8			—			—			11
Charges incurred		9			—			—			—			9
Cash payments		(12	)		(4	)		—			—			(16	)
Balance at June 30, 2024	$	—		$	4		$	—		$	—		$	4

Note 7 — Income Taxes

Provision for income taxes for the three and six months ended June 30, 2024 was $26 million and $74 million, respectively, compared to $24 million and $74 million for the three and six months ended June 30, 2023, respectively. The effective tax rates were 15.6% and 18.1% for the three and six months ended June 30, 2024, respectively, and 19.8% and 19.6% for the three and six months ended June 30, 2023, respectively. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year periods’ effective tax rates are lower due to a benefit recognized from the recovery of a tax refund related to businesses in which the Company no longer participates.

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

The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740, Income Taxes of $41 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $1 million to $2 million, excluding interest and penalties.

Note 8 — Goodwill and Other Intangible Assets

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


	HWC			R&B			Total
Balance at December 31, 2023:
Goodwill, gross	$	7,866		$	2,821		$	10,687
Accumulated impairment losses		(130	)		(362	)		(492	)
Goodwill, net - December 31, 2023		7,736			2,459			10,195
Goodwill acquired		21			—			21
Foreign exchange		(9	)		(23	)		(32	)
Balance at June 30, 2024:
Goodwill, gross		7,878			2,798			10,676
Accumulated impairment losses		(130	)		(362	)		(492	)
Goodwill, net - June 30, 2024	$	7,748		$	2,436		$	10,184

Other Intangible Assets

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


	Client relationships			Software			Trademark and trade name			Other			Total
Balance at December 31, 2023:
Intangible assets, gross	$	3,807		$	729		$	1,039		$	63		$	5,638
Accumulated amortization		(2,514	)		(726	)		(342	)		(40	)		(3,622	)
Intangible assets, net - December 31, 2023		1,293			3			697			23			2,016
Intangible assets acquired		10			—			—			—			10
Amortization		(96	)		—			(21	)		(3	)		(120	)
Foreign exchange		(8	)		—			—			—			(8	)
Balance at June 30, 2024:
Intangible assets, gross		3,791			734			1,038			63			5,626
Accumulated amortization		(2,592	)		(731	)		(362	)		(43	)		(3,728	)
Intangible assets, net - June 30, 2024	$	1,199		$	3		$	676		$	20		$	1,898

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

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


	Amortization
Remainder of 2024	$	113
2025		212
2026		202
2027		199
2028		194
Thereafter		978
Total	$	1,898

Note 9 — Derivative Financial Instruments

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

Foreign Currency Risk

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

These derivatives were designated as hedging instruments and at June 30, 2024 and December 31, 2023 had total notional amounts of $128 million and $119 million, respectively, and had net asset fair values of $1 million and $2 million, respectively.

At June 30, 2024, the Company estimates, based on current exchange rates, there will be $1 million of net derivative gains on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At June 30, 2024, our longest outstanding maturity was 1.7 years.

The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2024 and 2023 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the three and six months ended June 30, 2024 and 2023.


	Gain recognized in OCI (effective element)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Forward exchange contracts	$	—	$	2	$	—	$	3


Location of (loss)/gain reclassified from Accumulated OCL into income (effective element)	(Loss)/gain reclassified from Accumulated OCL into income (effective element)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024			2023
Revenue	$	—	$	—	$	(1	)	$	—
Salaries and benefits		1		—		2			(1	)
	$	1	$	—	$	1		$	(1	)

The Company engages in intercompany borrowing and lending between subsidiaries, primarily through its in-house banking operations which give rise to foreign exchange exposures. The Company mitigates these risks through the use of short-term foreign currency forward and swap transactions that offset the underlying exposure created when the borrower and lender have different functional currencies. These derivatives are not generally designated as hedging instruments, and at June 30, 2024 and December 31, 2023, we had notional amounts of $1.1 billion and $1.2 billion, respectively, with net asset fair values of $2 million and $3 million, respectively. Such derivatives typically mature within three months.

The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2024 and 2023 are as follows (see Note 16 — Other Income, Net for the net foreign currency impact on the Company’s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures):


		(Loss)/gain recognized in income
		Three Months Ended June 30,					Six Months Ended June 30,
Derivatives not designated as hedging instruments:	Location of (loss)/gain recognized in income	2024			2023		2024			2023
Forward exchange contracts	Other income, net	$	(9	)	$	8	$	(8	)	$	16

Note 10 — Debt

Current debt consists of the following:


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

Long-term debt consists of the following:


	June 30, 2024		December 31, 2023
Revolving $1.5 billion credit facility	$	—	$	—
4.400% senior notes due 2026		549		548
4.650% senior notes due 2027		745		745
4.500% senior notes due 2028		598		598
2.950% senior notes due 2029		726		726
5.350% senior notes due 2033		742		741
6.125% senior notes due 2043		272		272
5.050% senior notes due 2048		396		395
3.875% senior notes due 2049		542		542
5.900% senior notes due 2054		737		—
	$	5,307	$	4,567

Senior Notes

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

At June 30, 2024 and December 31, 2023, we were in compliance with all financial covenants.

Note 11 — Fair Value Measurements

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

•

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

•

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

•

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

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

•

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

•

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

•

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

•

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

•

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

The following tables present our assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023:


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


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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 12.98% and 13.28% at June 30, 2024 and December 31, 2023, respectively. The range of these discount rates was 11.00% - 13.80% at June 30, 2024. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

(vi)

Consideration due to be paid across multiple years until 2029.

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


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

(i)

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

There were no significant transfers to or from Level 3 in the six months ended June 30, 2024.

Fair value information about financial instruments not measured at fair value

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


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

The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s

intent or ability to dispose of the financial instruments. The fair values of our respective senior notes and long-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data.

Note 12 — Retirement Benefits

Defined Benefit Plans

WTW sponsors both qualified and non-qualified defined benefit pension plans throughout the world. The majority of our plan assets and obligations are in the U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany, Switzerland and Ireland. Together, these disclosed funded and unfunded plans represent 98% of WTW’s pension obligations and are disclosed herein.

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

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


	Three Months Ended June 30,
	2024									2023
	U.S.			U.K.			Other			U.S.			U.K.			Other
Service cost	$	10		$	2		$	4		$	14		$	2		$	4
Interest cost		49			29			6			49			30			7
Expected return on plan assets		(75	)		(40	)		(11	)		(76	)		(41	)		(10	)
Settlements		—			—			—			1			—			(1	)
Amortization of net loss		9			13			1			3			12			—
Amortization of prior service credit		—			(3	)		—			—			(3	)		1
Net periodic benefit (income)/cost	$	(7	)	$	1		$	—		$	(9	)	$	—		$	1


	Six Months Ended June 30,
	2024									2023
	U.S.			U.K.			Other			U.S.			U.K.			Other
Service cost	$	21		$	3		$	8		$	28		$	3		$	7
Interest cost		98			57			13			98			59			14
Expected return on plan assets		(151	)		(79	)		(21	)		(152	)		(80	)		(19	)
Settlement		—			—			—			1			—			(1	)
Amortization of net loss		18			27			1			6			24			—
Amortization of prior service credit		—			(6	)		—			—			(6	)		1
Net periodic benefit (income)/cost	$	(14	)	$	2		$	1		$	(19	)	$	—		$	2

Employer Contributions to Defined Benefit Pension Plans

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

Defined Contribution Plans

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

Note 13 — Leases

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Finance lease cost:
Amortization of right-of-use assets	$	—		$	1		$	1		$	1
Interest on lease liabilities		—			—			—			1
Operating lease cost		29			37			71			71
Variable lease cost		16			16			30			28
Sublease income		(5	)		(3	)		(10	)		(6	)
Total lease cost, net	$	40		$	51		$	92		$	95

The total lease cost is recognized in different locations in our condensed consolidated statements of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses, with the exception of $2 million and $17 million incurred during the three and six months ended June 30, 2024, respectively, and $4 million and $5 million incurred during the three and six months ended June 30, 2023, respectively, that were included in restructuring costs (see Note 6 — Restructuring Costs) that primarily related to the acceleration of amortization of certain abandoned ROU assets and the payment of early termination fees.

Note 14 — Commitments and Contingencies

Indemnification Agreements

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

Legal Proceedings

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

Errors and omissions claims, lawsuits, and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 15 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at June 30, 2024 and December 31, 2023 in the condensed consolidated balance sheets.

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

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

Note 15 — Supplementary Information for Certain Balance Sheet Accounts

Additional details of specific balance sheet accounts are detailed below.

Prepaid and other current assets consist of the following:


	June 30, 2024		December 31, 2023
Prepayments and accrued income	$	101	$	123
Deferred contract costs		75		76
Derivatives and investments		1		4
Deferred compensation plan assets		16		16
Corporate income and other taxes		177		87
Acquired renewal commissions receivable		4		5
Other current assets		58		53
Total prepaid and other current assets	$	432	$	364

Deferred revenue and accrued expenses consist of the following:


	June 30, 2024		December 31, 2023
Accounts payable, accrued liabilities and deferred revenue	$	1,099	$	1,073
Accrued discretionary and incentive compensation		467		795
Accrued vacation		203		150
Other employee-related liabilities		122		86
Total deferred revenue and accrued expenses	$	1,891	$	2,104

Provision for liabilities consists of the following:


	June 30, 2024		December 31, 2023
Claims, lawsuits and other proceedings	$	349	$	306
Other provisions		60		59
Total provision for liabilities	$	409	$	365

Other non-current liabilities consist of the following:


	June 30, 2024		December 31, 2023
Deferred and long-term compensation plan liabilities	$	97	$	97
Contingent and deferred consideration on acquisitions		10		27
Liabilities for uncertain tax positions		41		42
Finance leases		4		7
Other non-current liabilities		44		65
Total other non-current liabilities	$	196	$	238

Note 16 — Other Income, Net

Other income, net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Gain on disposal of operations	$	—	$	3	$	—	$	3
Net periodic pension and postretirement benefit credits		21		25		43		53
Interest in earnings of associates and other investments		1		1		1		2
Foreign exchange gain/(loss) (i)		1		1		4		(4	)
Other		1		5		2		6
Other income, net	$	24	$	35	$	50	$	60

(i)

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

Note 17 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three and six months ended June 30, 2024 and 2023. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure.


	Foreign currency translation						Derivative instruments (i)					Defined pension and post-retirement benefit costs						Total
	2024			2023			2024			2023		2024			2023			2024			2023
Quarter-to-date activity:
Balance at March 31, 2024 and 2023, respectively	$	(879	)	$	(944	)	$	11		$	11	$	(2,037	)	$	(1,635	)	$	(2,905	)	$	(2,568	)
Other comprehensive (loss)/income before reclassifications		(30	)		18			1			1		—			1			(29	)		20
(Income)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $4 and $3, respectively)		—			—			(1	)		—		14			8			13			8
Net current-period other comprehensive (loss)/income		(30	)		18			—			1		14			9			(16	)		28
Balance at June 30, 2024 and 2023, respectively	$	(909	)	$	(926	)	$	11		$	12	$	(2,023	)	$	(1,626	)	$	(2,921	)	$	(2,540	)

Year-to-date activity:
Balance at December 31, 2023 and 2022, respectively	$	(816	)	$	(987	)	$	11		$	9	$	(2,051	)	$	(1,643	)	$	(2,856	)	$	(2,621	)
Other comprehensive (loss)/income before reclassifications		(93	)		61			1			3		—			—			(92	)		64
(Income)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $9 and $6, respectively)		—			—			(1	)		—		28			17			27			17
Net current-period other comprehensive (loss)/income		(93	)		61			—			3		28			17			(65	)		81
Balance at June 30, 2024 and 2023, respectively	$	(909	)	$	(926	)	$	11		$	12	$	(2,023	)	$	(1,626	)	$	(2,921	)	$	(2,540	)

(i)

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

Note 18 — Earnings Per Share

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

At June 30, 2024 and 2023, there were 0.7 million and 0.6 million restricted performance-based stock units outstanding, respectively, and 0.5 million restricted time-based stock units outstanding at each period presented. The Company had no time-based share options outstanding at June 30, 2024; time-based share options were immaterial at June 30, 2023. There were no performance-based options outstanding at June 30, 2024 and 2023.

Basic and diluted earnings per share are as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023
Net income attributable to WTW	$	141		$	94	$	331		$	297

Basic average number of shares outstanding		103			107		103			107
Dilutive effect of potentially issuable shares		—			—		1			—
Diluted average number of shares outstanding		103			107		104			107

Basic earnings per share	$	1.37		$	0.88	$	3.22		$	2.78
Dilutive effect of potentially issuable shares		(0.01	)		—		(0.02	)		(0.01	)
Diluted earnings per share	$	1.36		$	0.88	$	3.20		$	2.77

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

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

Note 19 — Supplemental Disclosures of Cash Flow Information

Supplemental disclosures regarding cash flow information are as follows:


	Six months ended June 30,
	2024			2023
Supplemental disclosures of cash flow information:
Cash and cash equivalents	$	1,247		$	1,602
Fiduciary funds (included in fiduciary assets)		3,129			2,402
Total cash, cash equivalents and restricted cash	$	4,376		$	4,004

(Decrease)/increase in cash, cash equivalents and other restricted cash	$	(154	)	$	345
Increase/(decrease) in fiduciary funds		791			(1,063	)
Total	$	637		$	(718	)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion includes forward-looking statements. See ‘Disclaimer Regarding Forward-looking Statements’ for certain cautionary information regarding forward-looking statements and a list of factors that could cause actual results to differ materially from those predicted in those statements.

This discussion includes references to non-GAAP financial measures as defined in the rules of the SEC. We present such non-GAAP financial measures, specifically, adjusted, constant currency and organic non-GAAP financial measures, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under U.S. GAAP, and these provide a measure against which our businesses may be assessed in the future.

See ‘Non-GAAP Financial Measures’ below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures.

Executive Overview

Market Conditions

Typically, our business benefits from regulatory change, political risk or economic uncertainty. Insurance broking generally tracks the economy, but demand for both insurance broking and consulting services usually remains steady during times of uncertainty. We have some businesses, such as our health and benefits and administration businesses, which can be counter cyclical during the early period of a significant economic change.

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, 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 geographic regions in 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 what we currently anticipate.

With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the ability of the provider to deliver measurable cost savings for clients, a strong reputation for efficient execution and an innovative service delivery model and platform. Part of the employer-sponsored insurance market has matured and become more fragmented while other segments remain in the entry phase. As these market segments continue to evolve, we may experience growth in intervals, with periods of accelerated expansion balanced by periods of modest growth. In recent years, growth in the market for exchanges has slowed, and this trend may continue.

Risks and Uncertainties of the Economic Environment

U.S. and global markets are continuing to experience volatility and disruption as a result of the ongoing Russia-Ukraine and Israel-Hamas wars. Although the length and impact of these situations are highly unpredictable, the conflicts have contributed to negative impacts on and volatility of the global economy and capital markets, resulting in significant inflation and fluctuating interest rates in many of the markets in which we operate, and could continue to lead to further market disruptions. This impacts not only the cost of and access to liquidity, but also other costs to run and invest in our business.

Other global economic events, such as accommodative monetary and fiscal policy, supply chain disruptions and geopolitical tensions beyond the aforementioned ongoing wars, contributed to significant inflation across the globe. In particular, inflation in the United States, Europe, and other geographies has risen to levels not experienced in recent decades and while this has eased somewhat in the last year, we are seeing its impact on various aspects of our business. Moreover, U.S. and global economic conditions have created market uncertainty and volatility. Such general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability, and tax rates, affect our cost of doing business, including our operating and general and administrative expenses, and we have no control or limited ability to control such factors. These general economic conditions impact revenue, including revenue from customers as well as income from funds we hold on behalf of customers and pension-related income.

If our costs grow significantly in excess of our ability to raise revenue, whether as a result of the foregoing global economic factors or otherwise, our margins and results of operations may be materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.

See Part I, Item 1A ‘Risk Factors’ in our Annual Report on Form 10-K, filed with the SEC on February 22, 2024, for a discussion of risks that may affect, among other things, our growth relative to expectation and our ability to achieve our objectives.

Transformation Program

•

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

•

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

Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. For the three and six months ended June 30, 2024, restructuring charges under our Transformation program totaled $3 million and $21 million, respectively; for the three and six months ended June 30, 2023, restructuring charges under our Transformation program totaled $10 million and $13 million, respectively. Other costs incurred under the Transformation program are included in transaction and transformation and were $86 million and $205 million for the three and six months ended June 30, 2024, respectively, and $82 million and $127 million for the three and six months ended June 30, 2023, respectively.

From the actions taken during the second quarter of 2024, we have identified an additional $24 million of annualized run-rate savings during the year due to newly-realized opportunities and incremental sources of value. Since the inception of the program, we have identified $394 million of cumulative annualized run-rate savings, which overall are primarily attributable to process optimization. We began to recognize the benefits from the program during 2022.

For a discussion of some of the risks associated with the Transformation program, see Part I, Item 1A ‘Risk Factors’ in our Annual Report on Form 10-K, filed with the SEC on February 22, 2024.

Financial Statement Overview

The table below sets forth our summarized condensed consolidated statements of comprehensive income and data as a percentage of revenue for the periods indicated.


	Three Months Ended June 30,										Six Months Ended June 30,
	2024					2023					2024					2023
	($ in millions, except per share data)
Revenue	$	2,265		100	%	$	2,159		100	%	$	4,606		100	%	$	4,403		100	%
Costs of providing services
Salaries and benefits		1,397		62	%		1,347		62	%		2,739		59	%		2,660		60	%
Other operating expenses		439		19	%		433		20	%		896		19	%		886		20	%
Depreciation		57		3	%		64		3	%		116		3	%		124		3	%
Amortization		60		3	%		70		3	%		120		3	%		141		3	%
Restructuring costs		3		—	%		10		—	%		21		—	%		13		—	%
Transaction and transformation		97		4	%		93		4	%		222		5	%		152		3	%
Total costs of providing services		2,053					2,017					4,114					3,976
Income from operations		212		9	%		142		7	%		492		11	%		427		10	%
Interest expense		(68	)	(3	)%		(57	)	(3	)%		(132	)	(3	)%		(111	)	(3	)%
Other income, net		24		1	%		35		2	%		50		1	%		60		1	%
INCOME FROM OPERATIONS BEFORE INCOME TAXES		168		7	%		120		6	%		410		9	%		376		9	%
Provision for income taxes		(26	)	(1	)%		(24	)	(1	)%		(74	)	(2	)%		(74	)	(2	)%
Income attributable to non-controlling interests		(1	)	—	%		(2	)	—	%		(5	)	—	%		(5	)	—	%
NET INCOME ATTRIBUTABLE TO WTW	$	141		6	%	$	94		4	%	$	331		7	%	$	297		7	%
Diluted earnings per share	$	1.36				$	0.88				$	3.20				$	2.77

Consolidated Revenue

Revenue for the three months ended June 30, 2024 was $2.3 billion, compared to $2.2 billion for the three months ended June 30, 2023, an increase of $106 million, or 5%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 6% for the three months ended June 30, 2024. Revenue for the six months ended June 30, 2024 was $4.6 billion, compared to $4.4 billion for the six months ended June 30, 2023, an increase of $203 million, or 5%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the six months ended June 30, 2024. The increases in both as-reported and organic revenue were driven by strong performances in both segments. For additional information, please see the section entitled ‘Segment Revenue’ elsewhere within this 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 June 30, 2024, currency translation decreased our consolidated revenue by $14 million. The primary currencies driving this change were the Argentine Peso and Euro. For the six months ended June 30, 2024, currency translation decreased our consolidated revenue by $4 million. The primary currency driving this change was the Argentine Peso.

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 six months ended June 30, 2024. These figures do not represent the currency of the related revenue, which is presented in the next table.


Geographic Region	% of Revenue
United States		49	%
United Kingdom		19	%
France		5	%
Canada		3	%
Germany		3	%

The table below details the approximate percentage of our revenue and expenses by transactional currency for the six months ended June 30, 2024.


Transactional Currency	Revenue			Expenses (i)
U.S. dollars		56	%		53	%
Pounds sterling		12	%		17	%
Euro		16	%		13	%
Other currencies		16	%		17	%

(i)

These percentages exclude certain expenses for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. These items include amortization of intangible assets and transaction and transformation costs.

The following tables set forth the total revenue for the three and six months ended June 30, 2024 and 2023, and the components of the change in total revenue for the three and six months ended June 30, 2024, as compared to the prior-year periods. The components of the revenue change may not add due to rounding.

     
    Components of Revenue Change

     
    As

    Less:

    Constant

    Less:

     
    Three Months Ended June 30,

    Reported

    Currency

    Currency

    Acquisitions/

    Organic

     
    2024

    2023

    Change

    Impact

    Change

    Divestitures

    Change (i)

     
    ($ in millions)

Revenue

2,265

2,159

5%

(1)%

6%

—%

6%

     
    Components of Revenue Change

     
    As

    Less:

    Constant

    Less:

     
    Six Months Ended June 30,

    Reported

    Currency

    Currency

    Acquisitions/

    Organic

     
    2024

    2023

    Change

    Impact

    Change

    Divestitures

    Change (i)

     
    ($ in millions)

Revenue

4,606

4,403

5%

—%

5%

—%

5%

(i)

Interest income contributed 1% to organic change for total revenue for the three months ended June 30, 2024. Organic change for total revenue excluding this contribution was 5% for the three months ended June 30, 2024. Interest income did not contribute to organic change for the six months ended June 30, 2024.

Definitions of Constant Currency Change and Organic Change are included under the section entitled ‘Non-GAAP Financial Measures’ elsewhere within Item 2 of this Quarterly Report on Form 10-Q.

Segment Revenue

The segment descriptions below should be read in conjunction with the full descriptions of our businesses contained in Part I, Item 1. ‘Business’, within our Annual Report on Form 10-K, filed with the SEC on February 22, 2024.

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 permitted by applicable accounting standards and SEC rules.

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

For each table presented below, the components of the revenue change may not add due to rounding.

Health, Wealth & Career

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. Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing, the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace.

The following table sets forth HWC revenue for the three months ended June 30, 2024 and 2023, and the components of the change in revenue for the three months ended June 30, 2024 from the three months ended June 30, 2023.


						Components of Revenue Change
					As	Less:	Constant	Less:
	Three Months Ended June 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2024		2023		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue excluding interest income	$	1,251	$	1,209	3%	(1)%	4%	—%	5%
Interest income		9		6
Total segment revenue	$	1,260	$	1,215	4%	(1)%	4%	—%	5%

HWC segment revenue for the three months ended June 30, 2024 and 2023 was $1.3 billion and $1.2 billion, respectively. Organic revenue growth in Health was driven by increased project work in North America and strong client retention, new local appointments and the continued expansion of our Global Benefits Management client portfolio in International and Europe. Our Wealth businesses generated organic revenue growth from higher levels of Retirement work in North America and Europe and an increase in our Investments business due to capital market improvements and growth from our LifeSight solution. Career had organic revenue growth from increased project work and product revenue in Employee Experience and Work & Rewards. Benefits Delivery & Outsourcing was flat for the quarter as a result of growth in Outsourcing offset by moderated growth in Individual Marketplace.

The following table sets forth HWC segment revenue for the six months ended June 30, 2024 and 2023 and the components of the change in revenue for the six months ended June 30, 2024 from the six months ended June 30, 2023.


						Components of Revenue Change
					As	Less:	Constant	Less:
	Six Months Ended June 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2024		2023		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue excluding interest income	$	2,578	$	2,491	3%	—%	4%	—%	4%
Interest income		18		11
Total segment revenue	$	2,596	$	2,502	4%	—%	4%	—%	4%

HWC segment revenue for the six months ended June 30, 2024 and 2023 was $2.6 billion and $2.5 billion, respectively. Organic revenue growth in Health was achieved across all regions and led by International. Our Wealth businesses generated organic revenue growth from higher levels of Retirement work in North America and Europe. Career had organic revenue growth from increased project work in Employee Experience and Work & Rewards. Organic growth in Benefits Delivery & Outsourcing was driven by higher project work in Outsourcing and higher commission and fees from Individual Marketplace.

Risk & Broking

The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.

The following table sets forth R&B revenue for the three months ended June 30, 2024 and 2023, and the components of the change in revenue for the three months ended June 30, 2024 from the three months ended June 30, 2023.


						Components of Revenue Change
					As	Less:	Constant	Less:
	Three Months Ended June 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2024		2023		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue excluding interest income	$	950	$	885	7%	(1)%	8%	—%	8%
Interest income		29		15
Total segment revenue	$	979	$	900	9%	(1)%	10%	—%	10%

R&B segment revenue for the three months ended June 30, 2024 and 2023 was $979 million and $900 million, respectively. Corporate Risk & Broking had organic revenue growth primarily driven by higher levels of new business activity, strong client retention and

renewal increases across all geographies. Insurance Consulting and Technology had flat organic revenue growth for the quarter primarily due to tempered demand for discretionary services.

The following table sets forth R&B segment revenue for the six months ended June 30, 2024 and 2023 and the components of the change in revenue for the six months ended June 30, 2024 from the six months ended June 30, 2023.


						Components of Revenue Change
					As	Less:	Constant	Less:
	Six Months Ended June 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2024		2023		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue excluding interest income	$	1,900	$	1,777	7%	—%	7%	—%	7%
Interest income		57		27
Total segment revenue	$	1,957	$	1,804	8%	—%	9%	—%	9%

R&B segment revenue for the six months ended June 30, 2024 and 2023 was $2.0 billion and $1.8 billion, respectively. Corporate Risk & Broking had organic revenue growth primarily driven by higher levels of new business activity and strong client retention and renewal increases across all geographies. Insurance Consulting and Technology had flat organic revenue growth for the year primarily due to tempered demand for discretionary services.

Costs of Providing Services

Total costs of providing services for the three months ended June 30, 2024 were $2.1 billion, compared to $2.0 billion for the three months ended June 30, 2023, an increase of $36 million, or 2%. Total costs of providing services for the six months ended June 30, 2024 were $4.1 billion, compared to $4.0 billion for the six months ended June 30, 2023, an increase of $138 million, or 3%. See the following discussion for further details.

Salaries and Benefits

Salaries and benefits for the three months ended June 30, 2024 were $1.4 billion, compared to $1.3 billion for the three months ended June 30, 2023, an increase of $50 million, or 4%. The increase in the current-year period is primarily due to higher incentive costs and salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, partially offset by lower benefit costs for the period. Salaries and benefits, as a percentage of revenue, represented 62% for both the three months ended June 30, 2024 and 2023.

Salaries and benefits for both the six months ended June 30, 2024 and 2023 were $2.7 billion, an increase of $79 million, or 3%. 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 incentive costs for the period. Salaries and benefits, as a percentage of revenue, represented 59% and 60% for the six months ended June 30, 2024 and 2023, respectively.

Other Operating Expenses

Other operating expenses for the three months ended June 30, 2024 were $439 million, compared to $433 million for the three months ended June 30, 2023, an increase of $6 million. The increase was primarily due to losses on professional liability claims and higher non-income-related tax expense, partially offset by lower occupancy costs for the current-year period as compared to the prior-year period.

Other operating expenses for the six months ended June 30, 2024 were $896 million, compared to $886 million for the six months ended June 30, 2023, an increase of $10 million. The increase was primarily due to higher non-income-related tax expense and increased marketing costs, partially offset by lower occupancy and travel and entertainment costs for the current year as compared to the prior year.

Depreciation

Depreciation for the three months ended June 30, 2024 was $57 million, compared to $64 million for the three months ended June 30, 2023, a decrease of $7 million, or 11%. Depreciation for the six months ended June 30, 2024 was $116 million, compared to $124 million for the six months ended June 30, 2023, a decrease of $8 million, or 6%. The year-over-year decreases were primarily due to a lower depreciable base of assets resulting from business disposals and a lower dollar value of assets placed in service during the past few years.

Amortization

Amortization for the three months ended June 30, 2024 was $60 million, compared to $70 million for the three months ended June 30, 2023, a decrease of $10 million, or 14%. Amortization for the six months ended June 30, 2024 was $120 million, compared to $141 million for the six months ended June 30, 2023, a decrease of $21 million, or 15%. Our intangible amortization is generally more 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

Restructuring costs for the three months ended June 30, 2024 were $3 million, compared to $10 million for the three months ended June 30, 2023. Restructuring costs for the six months ended June 30, 2024 were $21 million, compared to $13 million for the six months ended June 30, 2023. Restructuring costs in both the current-year and prior-year periods primarily related to the real estate rationalization component of the Transformation program commenced by the Company during the fourth quarter of 2021 (see ‘Transformation Program’ within this Part I, Item 2 and Note 6 — Restructuring Costs within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).

Transaction and Transformation

Transaction and transformation for the three months ended June 30, 2024 were $97 million, compared to $93 million for the three months ended June 30, 2023, an increase of $4 million. Transaction and transformation for the six months ended June 30, 2024 were $222 million, compared to $152 million for the six months ended June 30, 2023, an increase of $70 million. Transaction and transformation costs for the current year were higher primarily due to increased consulting and compensation costs related to our Transformation program (see ‘Transformation Program’ within this Part I, Item 2) incurred in the current-year periods as compared to the prior-year comparable periods.

Income from Operations

Income from operations for the three months ended June 30, 2024 was $212 million, compared to $142 million for the three months ended June 30, 2023, an increase of $70 million. This increase resulted primarily from higher revenue, partially offset by higher incentive costs and salary expense in the current-year period.

Income from operations for the six months ended June 30, 2024 was $492 million, compared to $427 million for the six months ended June 30, 2023, an increase of $65 million. This increase resulted primarily from higher revenue, partially offset by higher salary expense and incentive costs, as well as increased transformation and transaction costs in the current year.

Interest Expense

Interest expense for the three months ended June 30, 2024 was $68 million, compared to $57 million for the three months ended June 30, 2023, an increase of $11 million, or 19%. Interest expense for the six months ended June 30, 2024 was $132 million as compared to $111 million for the six months ended June 30, 2023, an increase of $21 million, or 19%. These increases were primarily the result of a greater level of indebtedness in the current year and the higher interest rate-bearing senior notes issued by the Company during the last two years.

Other Income, Net

Other income, net for the three months ended June 30, 2024 was $24 million, compared to $35 million for the three months ended June 30, 2023, a decrease of $11 million. The decrease was due primarily to lower pension income and a lower gain on disposal in the current-year period.

Other income, net for the six months ended June 30, 2024 was $50 million, compared to $60 million for the six months ended June 30, 2023, a decrease of $10 million. The decrease was due primarily to lower pension income and a lower gain on disposal in the current year, partially offset by favorable foreign currency movement in the current year.

Provision for Income Taxes

Provision for income taxes for the three months ended June 30, 2024 was $26 million, compared to $24 million for the three months ended June 30, 2023, an increase of $2 million. The effective tax rates were 15.6% for the three months ended June 30, 2024 and 19.8% for the three months ended June 30, 2023. Provision for income taxes for both the six months ended June 30, 2024 and 2023 was $74 million. The effective tax rates were 18.1% for the six months ended June 30, 2024 and 19.6% for the six months ended June 30, 2023. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year periods’

effective tax rates are lower due to a benefit recognized from the recovery of a tax refund related to businesses in which the Company no longer participates.

Net Income Attributable to WTW

Net income attributable to WTW for the three months ended June 30, 2024 was $141 million, compared to $94 million for the three months ended June 30, 2023, an increase of $47 million, or 50%. This increase resulted primarily from higher revenue in the current-year period, partially offset by higher incentive costs and salary expense, increased interest expense and lower pension income in the current-year period.

Net income attributable to WTW for the six months ended June 30, 2024 was $331 million, compared to $297 million for the six months ended June 30, 2023, an increase of $34 million, or 11%. This increase resulted primarily from higher revenue in the current year, partially offset by higher salary expense and incentive costs, increased transformation and transaction costs, higher interest expense and lower pension income in the current year.

Liquidity and Capital Resources

Executive Summary

Our principal sources of liquidity are funds generated by operating activities, available cash and cash equivalents and amounts available under our revolving credit facility and any new debt offerings.

There has been significant volatility in financial markets, including occasional declines in equity markets, inflation and changes in interest rates and reduced liquidity on a global basis and we expect this volatility could continue.

Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity, which includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility, to meet our cash needs for the next twelve months, including investments in the business for growth and those related to our Transformation program, scheduled debt repayments, share repurchases and dividend payments. During the first quarter of 2024, we completed an offering of $750 million aggregate principal amount of 5.900% senior notes due 2054 and used the net proceeds during the current quarter to repay in full the $650 million aggregate principal amount and related accrued interest of the 3.600% senior notes. The Company will use the remaining net proceeds for general corporate purposes. Additionally, during the six months ended June 30, 2024, we repurchased $301 million of shares, and have authorization to repurchase an additional $1.0 billion.

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’) 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, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.

Undistributed Earnings of Foreign Subsidiaries

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 historical cumulative earnings for the remainder of our subsidiaries have been reinvested indefinitely and therefore do not provide deferred taxes on these amounts. 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.

Cash and Cash Equivalents

Our cash and cash equivalents at June 30, 2024 totaled $1.2 billion, compared to $1.4 billion at December 31, 2023. The decrease in cash from December 31, 2023 to June 30, 2024 was due primarily to $301 million of share repurchases, $176 million of dividend payments and $158 million of cash outflows attributable to investing activities, partially offset by $431 million of cash inflows from operating activities and $85 million of net proceeds from the issuance of debt.

Additionally, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility at both June 30, 2024 and December 31, 2023.

Included within cash and cash equivalents at June 30, 2024 and December 31, 2023 are amounts held for regulatory capital adequacy requirements, including $96 million and $105 million, respectively, within our regulated U.K. entities.

Summarized Condensed Consolidated Cash Flows

The following table presents the summarized condensed consolidated cash flow information for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30,
	2024			2023
	(in millions)
Net cash from/(used in):
Operating activities	$	431		$	430
Investing activities		(158	)		(1,035	)
Financing activities		364			(113	)
INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)		637			(718	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(53	)		1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)		3,792			4,721
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)	$	4,376		$	4,004

(i)

The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented, have been included in Note 19 — Supplemental Disclosures of Cash Flow Information within Part I, Item I ‘Financial Statements’ within this Quarterly Report on Form 10-Q.

Cash Flows From Operating Activities

Cash flows from operating activities were $431 million for the six months ended June 30, 2024, compared to $430 million for the six months ended June 30, 2023. The $431 million of net cash from operating activities for the six months ended June 30, 2024 included net income of $336 million and $335 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $240 million. This increase in cash flows from operations as compared to the prior year was primarily driven by operation margin expansion, partially offset by increased cash outflows related to the Transformation program and discretionary compensation payments in the current year as compared to the prior year.

The $430 million of net cash from operating activities for the six months ended June 30, 2023 included net income of $302 million and $365 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $237 million.

Cash Flows Used In Investing Activities

Cash flows used in investing activities for the six months ended June 30, 2024 were $158 million as compared $1.0 billion for the six months ended June 30, 2023. The cash flows used in investing activities in the current year consisted primarily of capital expenditures and capitalized software additions.

The cash flows used in investing activities for the six months ended June 30, 2023 consisted primarily of cash and fiduciary funds of $916 million associated with the transfer to Gallagher under a side letter agreement to the Willis Re SAPA (see Note 3 — Acquisitions and Divestitures within Part I, Item 1 ‘Financial Statements’ in this Quarterly Report on Form 10-Q for additional information) and $121 million of capital expenditures and capitalized software additions.

Cash Flows From/(Used In) Financing Activities

Cash flows from financing activities for the six months ended June 30, 2024 were $364 million. The significant financing activities included net proceeds from fiduciary funds held for clients of $783 million and $85 million of net proceeds from the issuance of debt, partially offset by share repurchases of $301 million and dividend payments of $176 million.

Cash flows used in financing activities for the six months ended June 30, 2023 were $113 million. The significant financing activities included share repurchases of $454 million, net payments from fiduciary funds held for clients of $194 million, and dividend payments of $177 million, partially offset by $740 million of net proceeds from issuance of debt.

Indebtedness

Total debt, total equity, and the capitalization ratios at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024			December 31, 2023
	($ in millions)
Long-term debt	$	5,307		$	4,567
Current debt		—			650
Total debt	$	5,307		$	5,217

Total WTW shareholders’ equity	$	9,337		$	9,520

Capitalization ratio		36.2	%		35.4	%

At June 30, 2024, the Company does not have any mandatory debt repayments over the next twelve months. For more information regarding our current and long-term debt, please see the section entitled ‘Supplemental Guarantor Financial Information’ elsewhere within this Item 2 of this Quarterly Report on Form 10-Q.

At June 30, 2024 and December 31, 2023, we were in compliance with all financial covenants.

Fiduciary Funds

As an intermediary, we hold funds, generally in a fiduciary capacity, for the account of third parties, typically as the result of premiums received from clients that are in transit to insurers and claims due to clients that are in transit from insurers. We also hold funds for clients of our benefits account businesses, some of which are invested in open-ended mutual funds as directed by the participant. These fiduciary funds are included in fiduciary assets on our condensed consolidated balance sheets. We present the equal and corresponding fiduciary liabilities related to these fiduciary funds representing amounts or claims due to our clients or premiums due on their behalf to insurers on our condensed consolidated balance sheets.

Fiduciary funds are generally required to be kept in regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity; such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with clients and insurers, the Company is entitled to retain investment income earned on certain of these fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds.

At June 30, 2024 and December 31, 2023, we had fiduciary funds of $3.4 billion and $2.6 billion, respectively.

Share Repurchase Program

The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for our repurchase plans or programs.

On September 20, 2023, the board of directors approved a $1.0 billion increase to the existing share repurchase program. This increase brought the total approved authorization, since the announcement of the program on April 20, 2016, to $9.2 billion.

At June 30, 2024, approximately $1.0 billion remained on the current repurchase authority. The maximum number of shares that could be repurchased based on the closing price of our ordinary shares on June 28, 2024 of $262.14 was 3,974,030.

During the three and six months ended June 30, 2024, the Company had the following share repurchase activity:


	Three Months Ended June 30, 2024	Six Months Ended June 30, 2024
Shares repurchased	774,616	1,148,724
Average price per share	$258.17	$261.82
Aggregate repurchase cost (excluding broker costs)	$200 million	$301 million

Capital Commitments

The Company’s capital expenditures for fixed assets and software for internal use were $70 million during the six months ended June 30, 2024. The Company estimates that there will be additional such expenditures, which include those incurred under its Transformation program, in the range of $80 million - $105 million during the remainder of 2024. We currently expect cash from

operations to adequately provide for these cash needs. There have been no material changes to our capital commitments since December 31, 2023.

Dividends

Total cash dividends of $176 million were paid during the six months ended June 30, 2024. In May 2024, the board of directors approved a quarterly cash dividend of $0.88 per share ($3.52 per share annualized rate), which was paid on July 15, 2024 to shareholders of record as of June 30, 2024.

Supplemental Guarantor Financial Information

As of June 30, 2024, WTW has issued the following debt securities (the ‘notes’):

Willis North America Inc. (‘Willis North America’) has approximately $4.5 billion senior notes outstanding, of which $1.0 billion were issued on September 10, 2018, $1.0 billion were issued on September 10, 2019, $275 million were issued on May 29, 2020, $750 million were issued on May 19, 2022, $750 million were issued on May 17, 2023 and $750 million were issued on March 5, 2024; and

Trinity Acquisition plc has approximately $825 million senior notes outstanding, of which $275 million were issued on August 15, 2013 and $550 million were issued on March 22, 2016, and a $1.5 billion revolving credit facility, on which no balance was outstanding at June 30, 2024.

The following table presents a summary of the entities that issue each note and those wholly-owned subsidiaries of the Company that guarantee each respective note on a joint and several basis as of June 30, 2024. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’.


Entity	Trinity Acquisition plc Notes	Willis North America Inc. Notes
Willis Towers Watson plc	Guarantor	Guarantor
Trinity Acquisition plc	Issuer	Guarantor
Willis North America Inc.	Guarantor	Issuer
Willis Netherlands Holdings B.V.	Guarantor	Guarantor
Willis Investment UK Holdings Limited	Guarantor	Guarantor
TA I Limited	Guarantor	Guarantor
Willis Group Limited	Guarantor	Guarantor
Willis Towers Watson Sub Holdings Unlimited Company	Guarantor	Guarantor
Willis Towers Watson UK Holdings Limited	Guarantor	Guarantor

The notes issued by Willis North America and Trinity Acquisition plc:

•

rank equally with all of the issuer’s existing and future unsubordinated and unsecured debt;

•

rank equally with the issuer’s guarantee of all of the existing senior debt of the Company and the other guarantors, including any debt under the Revolving Credit Facility;

•

are senior in right of payment to all of the issuer’s future subordinated debt; and

•

are effectively subordinated to all of the issuer’s secured debt to the extent of the value of the assets securing such debt.

All other subsidiaries of the parent company are non-guarantor subsidiaries (‘the non-guarantor subsidiaries’).

Each member of the Obligor group has only a stockholder’s claim on the assets of the non-guarantor subsidiaries. This stockholder’s claim is junior to the claims that creditors have against those non-guarantor subsidiaries. Holders of the notes will only be creditors of the Obligor group and not creditors of the non-guarantor subsidiaries. As a result, all of the existing and future liabilities of the non-guarantor subsidiaries, including any claims of trade creditors and preferred stockholders, will be structurally senior to the notes. As of and for the periods ended June 30, 2024 and December 31, 2023, the non-guarantor subsidiaries represented substantially all of the total assets and accounted for substantially all of the total revenue of the Company prior to consolidating adjustments. The non-guarantor subsidiaries have other liabilities, including contingent liabilities that may be significant. Each indenture does not contain any limitations on the amount of additional debt that the Obligor group and the non-guarantor subsidiaries may incur. The amounts of this debt could be substantial, and this debt may be debt of the non-guarantor subsidiaries, in which case this debt would be effectively senior in right of payment to the notes.

The notes are obligations exclusively of the Obligor group. Substantially all of the Obligor group’s operations are conducted through its non-guarantor subsidiaries. Therefore, the Obligor group’s ability to service its debt, including the notes, is dependent upon the net

cash flows of its non-guarantor subsidiaries and their ability to distribute those net cash flows as dividends, loans or other payments to the Obligor group. Certain laws restrict the ability of these non-guarantor subsidiaries to pay dividends and make loans and advances to the Obligor group. In addition, such non-guarantor subsidiaries may enter into contractual arrangements that limit their ability to pay dividends and make loans and advances to the Obligor group.

Intercompany balances and transactions between members of the Obligor group have been eliminated. All intercompany balances and transactions between the Obligor group and the non-guarantor subsidiaries have been presented in the disclosures below on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. The intercompany balances and transactions between the Obligor group and non-guarantor subsidiaries, presented below, relate to a number of items including loan funding for acquisitions and other purposes, transfers of surplus cash between subsidiary companies, funding provided for working capital purposes, settlement of expense accounts, transactions related to share-based payment arrangements and share issuances, intercompany royalty arrangements, intercompany dividends and intercompany interest. At June 30, 2024 and December 31, 2023, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $3.3 billion and $3.4 billion, respectively, and net payables of $14.0 billion at both periods presented.

No balances or transactions of non-guarantor subsidiaries are presented in the disclosures other than the intercompany items noted above.

Presented below is certain summarized financial information for the Obligor group.


`	As of June 30, 2024		As of December 31, 2023
	(in millions)
Total current assets	$	146	$	299
Total non-current assets		3,397		3,454
Total current liabilities		7,015		7,576
Total non-current liabilities		12,552		11,848


	Six months ended June 30, 2024
	(in millions)
Revenue	$	329
Income from operations		187
Loss from operations before income taxes (i)		(332	)
Net loss		(228	)
Net loss attributable to WTW		(228	)

(i)

Includes intercompany expense, net of the Obligor group from non-guarantor subsidiaries of $200 million for the six months ended June 30, 2024.

Non-GAAP Financial Measures

In order to assist readers of our condensed consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures and their most directly comparable U.S. GAAP measure:


Most Directly Comparable U.S. GAAP Measure		Non-GAAP Measure
As reported change		Constant currency change
As reported change		Organic change
Income from operations/margin		Adjusted operating income/margin
Net income/margin		Adjusted EBITDA/margin
Net income attributable to WTW		Adjusted net income
Diluted earnings per share		Adjusted diluted earnings per share
Income from operations before income taxes		Adjusted income before taxes
Provision for income taxes/U.S. GAAP tax rate		Adjusted income taxes/tax rate
Net cash from operating activities		Free cash flow

The Company believes that these measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. For a complete summary of our adjusting items, please see our Annual Report on Form 10-K filed with the SEC on February 22, 2024. Items applicable to the quarter or full year results, or the comparable periods, include the following:

•

Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.

•

Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.

•

Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.

•

Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

Constant Currency Change and Organic Change

We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

•

Constant currency change - Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior-year local currency results are first translated using the current-year monthly average exchange rates. The change is calculated by comparing the prior-year revenue, translated at the current-year monthly average exchange rates, to the current-year as-reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

•

Organic change - Excludes the impact of fluctuations in foreign currency exchange rates as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

The constant currency and organic change results, and a reconciliation from the reported results for consolidated revenue are included in the ‘Consolidated Revenue’ section within this Form 10-Q. These measures are also reported by segment in the ‘Segment Revenue’ section within this Form 10-Q.

Reconciliations of the as-reported changes to the constant currency and organic changes for the three and six months ended June 30, 2024 from the three and six months ended June 30, 2023 is as follows. The components of revenue change may not add due to rounding.

     
    Components of Revenue Change

     
    As

    Less:

    Constant

    Less:

     
    Three Months Ended June 30,

    Reported

    Currency

    Currency

    Acquisitions/

    Organic

     
    2024

    2023

    Change

    Impact

    Change

    Divestitures

    Change (i)

     
    ($ in millions)

Revenue

2,265

2,159

5%

(1)%

6%

—%

6%

     
    Components of Revenue Change

     
    As

    Less:

    Constant

    Less:

     
    Six Months Ended June 30,

    Reported

    Currency

    Currency

    Acquisitions/

    Organic

     
    2024

    2023

    Change

    Impact

    Change

    Divestitures

    Change (i)

     
    ($ in millions)

Revenue

4,606

4,403

5%

—%

5%

—%

5%

(i)

For the three months ended June 30, 2024, our as-reported revenue increased by 5% and our organic revenue grew by 6%. For the six months ended June 30, 2024, our as-reported revenue increased by 5% and our organic revenue grew by 5%. The increases in both as-reported and organic revenue were driven by strong performances in both segments. For additional information, please see the section entitled ‘Segment Revenue’ elsewhere within Item 2 of this Quarterly Report on Form 10-Q.

Adjusted Operating Income/Margin

We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

Adjusted operating income is defined as income from operations adjusted for amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue.

Reconciliations of income from operations to adjusted operating income for the three and six months ended June 30, 2024 and 2023 are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	($ in millions)
Income from operations	$	212		$	142		$	492		$	427
Adjusted for certain items:
Amortization		60			70			120			141
Restructuring costs		3			10			21			13
Transaction and transformation		97			93			222			152
Provision for specified litigation matter (i)		13			—			13			—
Adjusted operating income	$	385		$	315		$	868		$	733

Income from operations margin		9.4	%		6.6	%		10.7	%		9.7	%
Adjusted operating income margin		17.0	%		14.6	%		18.8	%		16.6	%

(i)

Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

Adjusted operating income increased for the three months ended June 30, 2024 to $385 million, from $315 million for the three months ended June 30, 2023 and increased for the six months ended June 30, 2024 to $868 million from $733 million for the six months ended June 30, 2023. These increases resulted primarily from higher revenue in the current-year periods, partially offset by higher incentive costs and salary expense in the current-year periods as compared to the prior-year periods.

Adjusted EBITDA/Margin

We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

Adjusted EBITDA is defined as net income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue.

Reconciliations of net income to adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in millions)
NET INCOME	$	142		$	96		$	336		$	302
Provision for income taxes		26			24			74			74
Interest expense		68			57			132			111
Depreciation		57			64			116			124
Amortization		60			70			120			141
Restructuring costs		3			10			21			13
Transaction and transformation		97			93			222			152
Provision for specified litigation matter (i)		13			—			13			—
Gain on disposal of operations		—			(3	)		—			(3	)
Adjusted EBITDA	$	466		$	411		$	1,034		$	914

Net income margin		6.3	%		4.4	%		7.3	%		6.9	%
Adjusted EBITDA margin		20.6	%		19.0	%		22.4	%		20.8	%

(i)

Adjusted EBITDA for the three months ended June 30, 2024 was $466 million, compared to $411 million for the three months ended June 30, 2023, and was $1.0 billion for the six months ended June 30, 2023, compared to $914 million for the six months ended June 30, 2023. These increases resulted primarily from higher revenue in the current-year periods, partially offset by higher incentive costs and salary expense in the current-year periods as compared to the prior-year periods.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Adjusted net income is defined as net income attributable to WTW adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of significant adjustments. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

Reconciliations of net income attributable to WTW to adjusted diluted earnings per share for the three and six months ended June 30, 2024 and 2023 are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	($ in millions)
NET INCOME ATTRIBUTABLE TO WTW	$	141		$	94		$	331		$	297
Adjusted for certain items:
Amortization		60			70			120			141
Restructuring costs		3			10			21			13
Transaction and transformation		97			93			222			152
Provision for specified litigation matter (i)		13			—			13			—
Gain on disposal of operations		—			(3	)		—			(3	)
Tax effect on certain items listed above (ii)		(44	)		(43	)		(96	)		(77	)
Tax effect of significant adjustments		(7	)		(2	)		(7	)		2
Adjusted net income	$	263		$	219		$	604		$	525

Weighted-average ordinary shares — diluted		103			107			104			107

Diluted earnings per share	$	1.36		$	0.88		$	3.20		$	2.77
Adjusted for certain items (iii) :
Amortization		0.58			0.65			1.16			1.31
Restructuring costs		0.03			0.09			0.20			0.12
Transaction and transformation		0.94			0.87			2.14			1.42
Provision for specified litigation matter (i)		0.13			—			0.13			—
Gain on disposal of operations		—			(0.03	)		—			(0.03	)
Tax effect on certain items listed above (ii)		(0.43	)		(0.40	)		(0.93	)		(0.72	)
Tax effect of significant adjustments		(0.07	)		(0.02	)		(0.07	)		0.02
Adjusted diluted earnings per share	$	2.55		$	2.05		$	5.84		$	4.89

(i)

(ii)

The tax effect was calculated using an effective tax rate for each item.

(iii)

Per share values and totals may differ due to rounding.

Our adjusted diluted earnings per share increased for both the three and six months ended June 30, 2024 as compared to the prior year primarily due to higher revenue in the current-year periods, partially offset by higher incentive costs and salary expense in the current-year periods as compared to the prior-year periods.

Adjusted Income Before Taxes and Adjusted Income Taxes/Tax Rate

Adjusted income before taxes is defined as income from operations before income taxes adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

Adjusted income taxes/tax rate is defined as the provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate.

Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of significant adjustments, which are not core to our current and future operations.

Reconciliations of income from operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the three and six months ended June 30, 2024 and 2023 are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	($ in millions)
INCOME FROM OPERATIONS BEFORE INCOME TAXES	$	168		$	120		$	410		$	376
Adjusted for certain items:
Amortization		60			70			120			141
Restructuring costs		3			10			21			13
Transaction and transformation		97			93			222			152
Provision for specified litigation matter (i)		13			—			13			—
Gain on disposal of operations		—			(3	)		—			(3	)
Adjusted income before taxes	$	341		$	290		$	786		$	679

Provision for income taxes	$	26		$	24		$	74		$	74
Tax effect on certain items listed above (ii)		44			43			96			77
Tax effect of significant adjustments		7			2			7			(2	)
Adjusted income taxes	$	77		$	69		$	177		$	149

U.S. GAAP tax rate		15.6	%		19.8	%		18.1	%		19.6	%
Adjusted income tax rate		22.6	%		23.7	%		22.5	%		22.0	%

(i)

(ii)

The tax effect was calculated using an effective tax rate for each item.

Our U.S. GAAP tax rates were 15.6% and 19.8% for the three months ended June 30, 2024 and 2023, respectively, and 18.1% and 19.6% for the six months ended June 30, 2024 and 2023, respectively. The current-year periods’ U.S. GAAP effective tax rates are lower due to a benefit recognized from the recovery of a tax refund related to businesses in which the Company no longer participates.

Our adjusted income tax rates were 22.6% and 23.7% for the three months ended June 30, 2024 and 2023, respectively, and 22.5% and 22.0% for the six months ended June 30, 2024 and 2023, respectively.

Free Cash Flow

Free cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software for internal use. Free cash flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures.

Management believes that free cash flow presents the core operating performance and cash generating capabilities of our business operations.

Reconciliations of cash flows from operating activities to free cash flow for the six months ended June 30, 2024 and 2023 are as follows:


	Six Months Ended June 30,
	2024			2023
	(in millions)
Cash flows from operating activities	$	431		$	430
Less: Additions to fixed assets and software for internal use		(70	)		(80	)
Free cash flow	$	361		$	350

The increase in free cash flow during the current year was primarily driven by operation margin expansion, partially offset by increased cash outflows related to the Transformation program and discretionary compensation payments in the current year as compared to the prior year.

Critical Accounting Estimates

There were no material changes from the Critical Accounting Estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have considered changes in our exposure to market risks during the six months ended June 30, 2024 and have determined that there have been no material changes to our exposure to market risks from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. However, we have provided the following information to supplement or update our disclosures on our Form 10-K.

The Company has a global investment policy which is designed to ensure that we maintain diversification of our cash investments throughout the world in order to minimize the risk of loss due to a counterparty failure.

Interest Income on Fiduciary Funds

As described in our Annual Report on Form 10-K, we are exposed to interest rate risk. Specifically, as a result of our operating activities, we receive cash for premiums and claims which we deposit in high-quality bank term deposit and money market funds, on which we earn interest, where permitted. We also hold funds for clients of our benefits accounts businesses. For the benefit funds not invested, cash and cash equivalents are held, on which we earn interest, until the funds are directed by plan participants to either be invested in mutual funds or paid out on their behalf. This interest earned is included in our condensed consolidated financial statements as interest income. These funds are regulated in terms of access and the instruments in which they may be invested, most of which are short-term in maturity. As a result of measures taken by central banks around the world, rates offered on these investments have increased, in some cases significantly, over the course of the last year. This has resulted in the Company recognizing higher interest income over the same period in the prior year. Interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest in these instruments. Interest income was $44 million and $87 million for the three and six months ended June 30, 2024, respectively, and $35 million and $67 million for the three and six months ended June 30, 2023, respectively. At June 30, 2024, we held $2.5 billion of fiduciary funds invested in interest-bearing accounts. If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately $6 million on an annualized basis.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of June 30, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (‘CEO’) and the Chief Financial Officer (‘CFO’), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’). Based upon that evaluation, our management, including the CEO and CFO, concluded that the our disclosure controls and procedures are effective in providing reasonable assurance that the information required to be included in the periodic reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will necessarily prevent all errors and all fraud. However, management does expect that the control system provides reasonable assurance that its objectives will be met. A control system, no matter how well designed and operated, cannot provide absolute assurance that the control system’s objectives will be met. In addition, the design of such internal controls must take into account the costs of designing and maintaining such a control system. Certain inherent limitations exist in control systems to make absolute assurances difficult, including the realities that judgments in decision-making can be faulty, that breakdowns can occur because of a simple error or mistake, and that individuals can circumvent controls. The design of any control system is based in part upon existing business conditions and risk assessments. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in business conditions or deterioration in the degree of compliance with policies or procedures. As a result, they may require change or revision. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected. Nevertheless, the disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives, and the CEO and CFO have concluded that the disclosure controls and procedures are effective at a reasonable assurance level.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to various lawsuits, arbitrations or mediations that arise in the ordinary course of business. The disclosure called for by Part II, Item 1 regarding our legal proceedings is incorporated by reference herein from Part I, Item 1 Note 14 — Commitments and Contingencies - Legal Proceedings of the notes to the condensed consolidated financial statements in this Form 10-Q for the quarter ended June 30, 2024.

ITEM 1A. RISK FACTORS

Except as described 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 22, 2024. We urge you to read the risk factors contained therein.

Our business will be negatively affected if we are not able to anticipate and keep pace with rapid changes in government laws or regulations, or if government laws or regulations decrease the need for our services, increase our costs or limit our compensation.

A material portion of our revenue is affected by statutory or regulatory changes. An example of a statutory or regulatory change that could materially impact us is any change to the U.S. Patient Protection and Affordable Care Act (‘PPACA’), and the Healthcare and Education Reconciliation Act of 2010 (‘HCERA’), which we refer to collectively as ‘Healthcare Reform’. While the U.S. Congress has not passed legislation replacing or fundamentally amending Healthcare Reform (other than changes to the individual mandate), such legislation, or another version of Healthcare Reform, could be implemented in the future. In addition, some U.S. political candidates and representatives elected to office have expressed a desire to amend all or a portion of Healthcare Reform or otherwise establish alternatives to employer-sponsored health insurance or replace it with government-sponsored health insurance, often referred to as ‘Medicare for All’. If we are unable to adapt our services to potential new laws and regulations, or judicial modifications, with respect to Healthcare Reform or otherwise, our ability to provide effective services in these areas may be impacted. In addition, more restrictive marketing rules or interpretations of the Centers for Medicare and Medicaid Services, or judicial decisions that restrict or otherwise change existing provisions of U.S. healthcare regulation, could have an adverse impact on our healthcare-related businesses.

Furthermore, in the context of our direct-to-consumer sales and marketing solutions, we are subject to various federal and state laws and regulations that prescribe when and how we may market to consumers (including, without limitation, the Telephone Consumer Protection Act and other telemarketing laws and the Medicare Communications and Marketing Guidelines issued by the Centers for Medicare & Medicaid Services (‘CMS’) of the U.S. Department of Health and Human Service). Federal and state legislators and/or regulators recently have expressed concerns about certain existing methods of marketing individual health policies, particularly Medicare Advantage and Medicare Supplement policies, and have held hearings and sought information from us and from competitors. In addition, CMS has recently expanded its regulation and oversight of the marketing of Medicare Advantage policies. Changes to these laws and/or regulations, or increased scrutiny or enforcement by regulators, could negatively affect our ability to market directly to consumers and/or increase our costs or liabilities. In particular, CMS issued a proposed rule for Contract Year 2025 for the Medicare Advantage and Medicare Prescription Drug programs that modifies agent, broker, and other third-party requirements. On April 4, 2024, CMS issued its Contract Year 2025 Medicare Advantage and Part D Final Rule (the ‘CMS 2025 Final Rule’). Among other things, the CMS 2025 Final Rule restructures the compensation that Medicare Advantage and Part D organizations may pay to independent agents and brokers by increasing the amounts paid to them as ‘compensation’ and eliminating administrative payments related to enrollment. Uncertainty exists regarding the interpretation and implementation of the CMS 2025 Final Rule, particularly in light of the recent federal court decision which stayed portions of the CMS 2025 Final Rule relating to the proposed ‘fixed fee’ compensation increase and certain contract-terms restrictions. Depending on how and whether the rule is implemented, the CMS 2025 Final Rule may require changes to the way we are compensated for some of the services that we provide and has the potential to negatively impact the revenue that our Medicare Advantage and Part D insurance businesses may receive if we are unable to adjust our business to account for such changes. This could in turn impact the value of and impairment of goodwill or receivables associated with the business. In addition, in the event that we and insurance carriers interpret the rules in ways deemed incorrect, that may increase the potential for litigation, claims, fines, or other penalties which could have an adverse impact on our Medicare insurance businesses’ financial results.

In addition, on April 23, 2024, the United States Department of Labor (‘DOL’) released a final rule (the ‘Retirement Security Rule’) that, among other things, expands the definition of an investment advice fiduciary under the Employee Retirement Income Security Act (‘ERISA’) and broadens the scope of advice that must meet fiduciary standards. As we continue to review the Retirement Security Rule, uncertainty exists regarding the Retirement Security Rule’s impact on one or more of our businesses, the conduct of which may become subject to fiduciary standards.

Many other areas in which we provide services are the subject of government regulation, which is constantly evolving. For example, our activities in connection with insurance brokerage services are subject to regulation and supervision by national, state or other authorities. Insurance laws in the markets in which we operate are often complex and generally grant broad discretion to supervisory

authorities in adopting regulations and supervising regulated activities. That supervision generally includes the licensing of insurance brokers and agents and the regulation of the handling and investment of client funds held in a fiduciary capacity. Our continuing ability to provide insurance brokerage in the markets in which we currently operate is dependent upon our compliance with the rules and regulations promulgated from time to time by the regulatory authorities in each of these locations.

Changes in government and accounting regulations in the U.S. and the U.K., two of our principal geographic markets, affecting the value, use or delivery of benefits and human capital programs, may materially adversely affect the demand for, or the profitability of, our various services. In addition, we have significant operations throughout the world, which further subject us to applicable laws and regulations of countries outside the U.S. and the U.K. Changes in legislation or regulations and actions by regulators in particular countries, including changes in administration and enforcement policies, could require operational improvements or modifications, which may result in higher costs or hinder our ability to operate our business in those countries.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2024, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

The following table presents specified information about the Company’s repurchases of its shares in the second quarter of 2024 and the Company’s remaining repurchase authority.


Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs
April 1, 2024 through April 30, 2024		113,419	$	264.44		113,419		4,635,227
May 1, 2024 through May 31, 2024		—	$	—		—		4,635,227
June 1, 2024 through June 30, 2024		661,197	$	257.10		661,197		3,974,030
		774,616	$	258.17		774,616

At June 30, 2024 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 3,974,030, with approximately $1.0 billion remaining on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on June 28, 2024 of $262.14.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

For the quarter ended June 30, 2024, none of the Company’s directors and officers adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any ‘non-Rule 10b5-1 trading arrangement’ as defined under Item 408(c) of Regulation S-K.

ITEM 6. EXHIBITS

EXHIBIT INDEX


		Incorporated by Reference
Exhibit Number	Description of Exhibit	Schedule/ Form	Exhibit	Filing Date	Filed Herewith
10.1†	Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (dated May 22, 2024).				X
22.1	List of Issuers and Guarantor Subsidiaries.				X
31.1	Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.				X
31.2	Certification of the Registrant’s Chief Financial Officer, Andrew J. Krasner, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.				X
32.1**	Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, and Chief Financial Officer, Andrew J. Krasner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document				X
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents				X
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)				X

** Furnished herewith. Any exhibits furnished herewith (including the certification furnished in Exhibit 32.1) are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed ‘filed’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), or otherwise subject to the liability of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

† Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Willis Towers Watson Public Limited Company
(Registrant)

/s/ Carl A. Hess		July 25, 2024
Name:	Carl A. Hess	Date
Title:	Chief Executive Officer

/s/ Andrew J. Krasner		July 25, 2024
Name:	Andrew J. Krasner	Date
Title:	Chief Financial Officer

/s/ Joseph S. Kurpis		July 25, 2024
Name:	Joseph S. Kurpis	Date
Title:	Principal Accounting Officer and Controller

EX-10.1

Exhibit 10.1

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY COMPENSATION POLICY AND SHARE OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS

May 22, 2024

The Board of Directors (the “Board”) of Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland (the “Company”), has deemed it advisable and in the best interests of the Company to formalize the current Non-Employee Director compensation package and share ownership guidelines through the adoption of this Compensation and Ownership Policy (the “Policy”).

Definitions.

“Non-Employee Director” means a member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates.

“Specified Currency” means United States Dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”), or the Non-Employee Director’s Primary Currency (as defined in Section 6(a) below).

“Term of Service” or “Term” with Respect to Non-Employee Directors means the period of time from his or her annual election at the Annual General Meeting of Shareholders (“AGM”) (or such later date if the Non-Employee Director is appointed following the date of an AGM) until the next AGM.

“Term of Service” or “Term” with Respect to the Board and Committee Chairs means the period commencing on his or her appointment by the Board to such position and ending on the date of reappointment if the Non-Employee Director is reappointed (or ending on the date of the next AGM if the Non-Employee Director is not reappointed).

Term Cash Fees.

Non-Employee Director Base Fee. For each term of service as a Non-Employee Director, a cash fee of $125,000 shall be paid to each Non-Employee Director. Each Non-Employee Director may elect to receive such fee 100% in equity on the same terms and conditions as the equity granted under Section 3 below.

Chair Committee Premium Fees. The additional fees set forth below shall be paid to a Non- Employee Director for each term of service that he or she serves as the Board Chair or chair of a Board committee, as set forth below. For the avoidance of any doubt, no additional or separate fees or other compensation shall be paid to a Non-Employee Director for services provided as a member of a Board committee.


i.	Chair of the Board:	$100,000
provided, however, that the Chair may elect to receive such fee 100% in equity on the same terms and conditions as the equity granted under Section 3 below.


ii.	Chair of the Audit & Risk Committee:	$25,000


iii.	Chair of the Operational Transformation Committee:	$25,000
iv.	Chair of the Compensation Committee:	$15,000
v.	Chair of the Corporate Governance & Nominating Committee:	$12,500

If, for an upcoming term, a Non-Employee Director elects to receive his/her:

Base Fee, set forth under Section 2(a), 100% in equity; and/or

ii.

Board Chair Premium Fee, if applicable, set forth under Section 2(b)(i), 100% in equity,

then such election(s) shall be made in writing, substantially in the form attached hereto as Exhibit A, and sent to the Company Secretary during an “open window” (as defined by the Company’s Insider Trading Policy), when the Non-Employee Director does not possess any material, non-public information, and by December 31st of the calendar year immediately preceding the calendar year in which the upcoming term is scheduled to commence. If no election is made by the Non-Employee Director, he/she will receive the applicable fee(s) in cash.

Vesting; Accelerated Vesting. Cash fees shall vest and be payable in four equal quarterly installments at the end of each calendar quarter; provided, however, if any Non-Employee Director is appointed, in accordance with applicable law and the Company’s Memorandum and Articles of Association and other corporate governance documents, to fill a vacancy after an AGM or if the Chair of the Board, Chair of a Committee or Member of any Board Committee is appointed in the middle of a term, then, in the discretion of the Compensation Committee, such Non-Employee Director may be entitled to a prorated portion of the cash fees based on the portion of a calendar quarter during which the Non-Employee Director served in the relevant position. Notwithstanding the foregoing, if a Non-Employee Director ceases to serve through one or more quarterly vesting dates due to death, disability, removal, resignation or retirement, the Compensation Committee shall have the discretion to accelerate the vesting of all or a portion of the cash fees as of the date of such cessation of service. Otherwise, the unvested cash fees in respect of the remainder of the relevant term shall be forfeited.

Multiple Roles. If a Non-Employee Director serves in more than one of the roles noted in

Section 2(b), he/she shall be entitled to receive compensation for each role, provided that no additional compensation shall be payable to a Non-Employee Director serving as the Board Chair for services performed as a Board committee chair.

Annual Equity Grant.

Non-Employee Directors. Each Non-Employee Director who is elected at the Company’s AGM shall, in addition to the cash fees referred to in Section 2, be granted a time-based equity award covering a number of ordinary shares having an approximate aggregate value of

$220,000, provided, however, that if any Non-Employee Director is appointed, in accordance with applicable law and the Company’s Memorandum and Articles of Association and other

corporate governance documents, to fill a vacancy after an AGM, then, in the discretion of the Compensation Committee, such Non-Employee Director may be entitled to receive a prorated equity award on such terms and conditions, including a grant date, approved by the Compensation Committee. The equity award shall be calculated based on the closing price of the Company’s ordinary shares on the date of the grant as reported on NASDAQ and rounded down to the nearest whole ordinary share. The terms of the equity grant shall be as set forth in this Section 3.

Board Chair. In addition to the equity award set forth in Section 3(a), in consideration for the services performed in his/her capacity as the Board Chair, the Board Chair shall be granted, at the same time and on the same terms and conditions as the equity granted under Section 3(a) above, an equity award covering a number of ordinary shares having an approximate aggregate value of $100,000, provided, however, that if any Chair is appointed in the middle of the term, then, in the discretion of the Compensation Committee, such Board Chair may be entitled to receive a prorated equity award on such terms and conditions, including a grant date, approved by the Compensation Committee.

Form of Equity Award. The equity award shall be made in the form of restricted share units (“RSUs”).

Grant Date. The equity award granted pursuant to Sections 3(a) and 3(b) shall be granted on the date of the AGM.

Vesting; Accelerated Vesting. The equity award granted under this Section 3 shall vest 100% in full on the one-year anniversary of the grant date unless the next subsequent AGM following the grant date occurs prior to the one-year anniversary of the grant date, in which case the equity award will vest 100% in full on the date of the AGM; provided, however, that equity granted by the Compensation Committee to a Non-Employee Director appointed to the Company after an AGM or to a Chair appointed in the middle of the term, may vest at such time as determined by the Compensation Committee as long as that Non-Employee Director or the Board Chair continues to serve in such capacity through the vesting date. Notwithstanding the foregoing, if a Non-Employee Director ceases to serve through the vesting date due to death, disability, removal, resignation or retirement, the Compensation Committee shall have the discretion to accelerate the vesting of the equity as of the date of such Non- Employee Director’s cessation of service. Otherwise, such equity award shall be forfeited.

Change in Control. The Compensation Committee shall have the discretion to accelerate the vesting of the equity granted under this Section 3 or take other steps specified in the 2012 Plan in the event of a change of control (as defined in the 2012 Plan).

Dividend Equivalents. There will be no dividend equivalents on the RSUs granted under Section 3.

Tax-Related Items. Each Non-Employee Director must make full payment to the Company of all Tax-Related Items (as defined in the 2012 Plan), which under federal, state, local or foreign law, the Company or any subsidiary is required to withhold upon vesting, settlement or other taxable event applicable to the equity awards granted to the Non-Employee Director. In this regard, the Non-Employee Director authorizes the Company or its respective agents, to satisfy the obligations for all Tax-Related Items by withholding in shares to be issued at

settlement of the equity awards. In the alternative, the Non-Employee Director may satisfy the obligations for the Tax-Related Items by payment of cash or check by notifying the Company of such election at least fourteen (14) days (or such other notice period as is determined by the Company and communicated to the Non-Employee Director) in advance of, and making arrangements for such alternative payment to be effective as of, the date of the taxable event.

The Plan. The equity granted under this Policy shall be made in accordance with the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan or any successor plan thereto (the “2012 Plan”). All applicable terms of the 2012 Plan apply to this Policy as if fully set forth herein except to the extent such other provisions are inconsistent with this Policy, and all grants of equity hereby are subject in all respect to the terms of the 2012 Plan.

Nominal Value. The ordinary shares to be issued upon vesting of the equity granted under this Section 3 must be fully paid up in accordance with the requirements of applicable law and the Company’s Memorandum and Articles of Association and other corporate governance documents by payment of the nominal value per ordinary share. The Compensation Committee shall ensure that payment of the nominal value for any such ordinary shares is received by the Company on behalf of the Non-Employee Director in accordance with the foregoing requirements.

Written Grant Agreement. The award of equity under this Policy shall be made solely by and subject to the terms set forth in a written agreement in a form duly executed by an executive officer of the Company, provided, however, that to the extent that the terms of this Policy are inconsistent with any such written agreement, the terms of this Policy shall prevail.

Share Ownership Guidelines.

Non-Employee Directors are required to accumulate shares at least equal to five times the annual cash retainer (i.e., $625,000), valued based on the average daily share price over the last 30 business days of the Company’s fiscal year. Each Non-Employee Director has eight years from the date of appointment to the legacy Willis Group Holdings Public Limited Company Board, the legacy Towers Watson & Co. Board or the Willis Towers Watson Public Limited Company Board, as applicable, to achieve compliance with such share ownership requirements. Until the ownership level is reached, Non-Employee Directors should not sell shares in excess of the amount needed to pay applicable taxes associated with the equity granted. Once a Non-Employee Director accumulates sufficient shares to meet the $625,000

requirement, he/she is not required to retain shares above the threshold. If as a result of a share price decline subsequent to a Non-Employee Director meeting the ownership requirements the Non-Employee Director does not satisfy the requirements as of the Company’s fiscal year-end, he/she is not required to “buy up” to a new number of shares needed to meet the ownership requirements. However, he/she is required to retain the number of shares that originally were acquired to reach the share ownership threshold until such time as he/she is once again above the threshold.

In case of financial hardship, the ownership requirements may be waived until the hardship no longer applies or such appropriate time as the Compensation Committee shall determine.

Ordinary shares, deferred shares, share equivalents, restricted share units and restricted shares all count toward satisfying the requirements. Stock options do not count toward satisfying the requirements.

Non-Employee Directors are required to hold the number of shares needed to meet the ownership requirements until six months after Non-Employee Directors leave Board service (other than to satisfy tax obligations on the vesting/distribution of existing equity awards). In the event a Non-Employee Director has not acquired this threshold of shares, he or she shall be prohibited from transferring any shares (other than to satisfy any tax obligations on the vesting/distribution of existing equity awards).

Non-Employee Directors are permitted to sell or otherwise transfer any shares in excess of the ownership requirement subject to compliance with the Company’s Insider Trading Policy.

Expenses Reimbursements. A Non-Employee Director shall be entitled to reimbursement in cash for any reasonable and necessary business expenses incurred in the exercise of such Non-Employee Director’s duties during a given term, subject to the timely submission of proper receipt(s) for such expenses in accordance with the Company’s policies (the “Expense Reimbursements”).

Currency Election - Cash Fees and Expense Reimbursements.

General. All cash fees described in the Policy are denominated in USD. Unless the Non- Employee Director has made a valid and timely Currency Election in accordance with Section 6(b), all cash fees and Expense Reimbursements shall be paid in the local currency of the country in which the Non-Employee Director maintains his/her primary residence, as reflected in the D&O Questionnaire completed by the Non-Employee Director for the applicable term (“Primary Currency”). The Non-Employee Director’s “Primary Currency” shall be deemed to be USD if the Non-Employee Director has not communicated to the Corporate Secretary prior to the payment of the cash fees that his or her primary residence is located in a country other than the United States.

Currency Election. Except as otherwise provided by the Compensation Committee, for an upcoming term, a Non-Employee Director may make an irrevocable election to receive 100% of his/her cash fees and Expense Reimbursements in a single Specified Currency (“Currency Election”). For the avoidance of any uncertainty, no more than one Specified Currency may be elected pursuant to this Section 6(b). Except as otherwise provided by the Compensation Committee, such Currency Election shall be made in writing, substantially in the form attached hereto as Exhibit A, and sent to the Company Secretary, and such election shall apply to all cash fees and Expense Reimbursements paid during the entire term and all subsequent terms,

until a new election has been made by the Non-Employee Director in accordance with Section 6(c). Except as otherwise provided by the Compensation Committee, a Currency Election must be made at the same time as an election that is made pursuant to Section 2(c) without regard to whether the Non-Employee Director makes an election under Section 2(c).

Change to Currency Election. If a Non-Employee Director wishes to make a new Currency Election, he/she may do so only with respect to the next subsequent upcoming term in accordance with the procedures set forth in Section 6(b). For the avoidance of any doubt, a Non-Employee Director may not make any new Currency Election with respect to a current term.

Currency Conversion. With respect to any cash fees and/or Expense Reimbursements to be paid in a Specified Currency pursuant to a Currency Election, such cash fees and/or Expense Reimbursements shall be converted, to the extent required, to the applicable Specified Currency for a given term using the exchange rate at the time of payment determined by the Company.

Foreign Exchange Rate Fluctuation and Tax Considerations; Tax Reporting Requirements. For the avoidance of any doubt, neither the Company nor any of its subsidiaries or affiliates shall be liable for or provide any gross-up or similar payment to a Non-Employee Director on account of any foreign exchange rate fluctuation that may affect the value of any cash fees and/or Expense Reimbursements payable to such Non-Employee Director. Neither the Company nor any of its subsidiaries or affiliates shall be liable to a Non- Employee Director (or any individual claiming a benefit through a Non-Employee Director) for any tax, interest, or penalties the Non-Employee Director may owe as a result of any Currency Election or change thereto, and the Company and its subsidiaries and affiliates shall have no obligation to indemnify or otherwise hold harmless any Non-Employee Director from the obligation to pay any taxes in connection with any such Currency Election, change thereto or otherwise. Non-Employee Directors may be subject to tax reporting requirements as a result of receiving cash fees and/or Expense Reimbursement payments in a brokerage/bank account or legal entity located outside of the Non-Employee Director’s country or in connection with receiving cash fees and/or Expense Reimbursements in a currency other than their Primary Currency. The applicable laws of the Non-Employee Director’s country may require that the Non-Employee Director report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. Non- Employee Directors are solely responsible for ensuring compliance with any applicable tax reporting requirements and neither the Company nor any of its subsidiaries or affiliates shall have any liability with respect thereto. Notwithstanding the foregoing, the Company shall not be obligated to pay any cash fees or Expense Reimbursements to a Non-Employee Director in a Specified Currency, to the extent such payment would otherwise violate any applicable law, rule or regulation or the Non-Employee Director has not timely provided the Company Secretary with a valid brokerage or bank account that will accept the applicable Specified Currency.

Policy Subject to Amendment, Modification and Termination. This Policy may be amended, modified or terminated by the Compensation Committee in the future at its sole discretion subject to compliance with applicable law and the Company’s Memorandum and Articles of Association and other corporate governance documents, provided, however, that any amendment or modification to Sections 2(a), 2(b), 3(a), 3(b) and 4 shall require full Board approval. No Non-Employee Director shall have any rights under any equity granted under this Policy unless and until the equity is actually

granted. Without limiting the generality of the foregoing, the Compensation Committee and the Board hereby expressly reserve the authority to terminate this Policy during any year.

Effectiveness. This Policy shall become effective upon adoption by the Board.

Exhibit A

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

NON-EMPLOYEE DIRECTOR FEE EQUITY & CURRENCY ELECTION

Willis Towers Watson Public Limited Company Attention: Ms. Nicole Napolitano

Company Secretary & General Counsel, Corporate Governance Dear Ms. Napolitano:

Please be advised that pursuant to the Willis Towers Watson Public Limited Company (“WTW”) Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (the “Policy”), I hereby make the following elections:

Equity Election

☐

By checking this box, I hereby elect to receive my annual base cash fee, payable under Section 2(a) of the Policy for service as a Non-Employee Director of the Board for the upcoming term, 100% in equity.

☐

[NOTE: Applicable only to Board Chair] By checking this box, I hereby elect to receive my annual Board Chair premium cash fee payable under Section 2(b)(i) of the Policy for service as Chair of the Board for the upcoming term, 100% in equity.

Currency Election

I hereby elect to receive any and all cash fees and Expense Reimbursements payable under the Policy for service as a Non-Employee Director of the Board for the upcoming term, in the following Specified Currency (only one Specified Currency may be selected):

☐

Euros (EUR) ☐ Great British Pounds (GBP) ☐ United States Dollars (USD)

I acknowledge and agree that (i) if I make no Currency Election, my cash fees and Expense Reimbursements will be paid in my Primary Currency (as defined in Section 6(a) of the Policy); (ii) my Currency Election above is subject to Section 6 of the Policy, is irrevocable for the upcoming term, and will remain in effect for all future terms until I change it in accordance with Section 6(c) of the Policy; and (iii) WTW has no obligation to pay me any cash fees or Expense Reimbursements in the Specified Currency to the extent any such payment would otherwise violate any applicable law, rule or regulation or I have not timely provided a valid brokerage or bank account that will accept the applicable payment in the Specified Currency (in which case the fees and payment of my Expense Reimbursements shall be paid in my Primary Currency).

Sincerely,

[Signature to be included]

Name of the [Non-Employee Director] [Date to be included]

cc: General Counsel

Head of Executive Compensation

EX-22.1

Exhibit 22.1

List of Issuers and Guarantor Subsidiaries

The below table sets forth the respective issuers and guarantors of the notes issued or guaranteed by Willis Towers Watson Public Limited Company, Trinity Acquisition plc and Willis North America Inc. and the jurisdiction of incorporation or organization for each such entity.


		Trinity Acquisition plc	Willis North America Inc.
Entity	Jurisdiction of Incorporation or Organization	Revolving credit facility 4.400% senior notes due 2026 6.125% senior notes due 2043	4.650% senior notes due 2027 4.500% senior notes due 2028 2.950% senior notes due 2029 5.350% senior notes due 2033 5.050% senior notes due 2048 3.875% senior notes due 2049 5.900% senior notes due 2054
Willis Towers Watson Public Limited Company	Ireland	Guarantor	Guarantor
Trinity Acquisition plc	United Kingdom	Issuer	Guarantor
Willis North America Inc.	Delaware	Guarantor	Issuer
Willis Netherlands Holdings B.V.	Netherlands	Guarantor	Guarantor
Willis Investment UK Holdings Limited	United Kingdom	Guarantor	Guarantor
TA I Limited	United Kingdom	Guarantor	Guarantor
Willis Group Limited	United Kingdom	Guarantor	Guarantor
Willis Towers Watson Sub Holdings Unlimited Company	Ireland	Guarantor	Guarantor
Willis Towers Watson UK Holdings Limited	United Kingdom	Guarantor	Guarantor

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15(D)-14(A),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl A. Hess, certify that:

I have reviewed this quarterly report on Form 10-Q of Willis Towers Watson Public Limited Company;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 25, 2024

/s/ Carl A. Hess
Carl A. Hess
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15(D)-14(A),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew J. Krasner, certify that:

I have reviewed this quarterly report on Form 10-Q of Willis Towers Watson Public Limited Company;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 25, 2024

/s/ Andrew J. Krasner
Andrew J. Krasner
Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of Willis Towers Watson Public Limited Company (the ‘Company’), pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

•

The Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2024 (the ‘Report’) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Exchange Act; and

•

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: July 25, 2024

/s/ Carl A. Hess
Carl A. Hess
Chief Executive Officer

/s/ Andrew J. Krasner
Andrew J. Krasner
Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.